EX-10.9



 Exhibit 10.9 
  

 
  

TERM LOAN AGREEMENT 

dated as of 

May 24, 2013 

between 
 VALERITAS,
INC. 
 as Borrower, 

The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, 

and 
 Capital Royalty
Partners II L.P., Capital Royalty Partners II - Parallel Fund “A” L.P., and 
 Parallel Investment Opportunities Partners II
L.P. 
 as Lenders 

U.S. $100,000,000 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	SECTION 1 DEFINITIONS	  	 	1	  
			
	 1.01
	 	Certain Defined Terms	  	 	1	  
			
	 1.02
	 	Accounting Terms and Principles	  	 	21	  
			
	 1.03
	 	Interpretation	  	 	21	  
			
	 1.04
	 	Changes to GAAP	  	 	21	  
		
	SECTION 2 THE COMMITMENT	  	 	22	  
			
	 2.01
	 	Commitments	  	 	22	  
			
	 2.02
	 	Borrowing Procedures	  	 	22	  
			
	 2.03
	 	Fees	  	 	22	  
			
	 2.04
	 	Notes	  	 	22	  
			
	 2.05
	 	Use of Proceeds	  	 	22	  
			
	 2.06
	 	Defaulting Lenders	  	 	23	  
			
	 2.07
	 	Substitution of Lenders	  	 	24	  
		
	SECTION 3 PAYMENTS OF PRINCIPAL AND INTEREST	  	 	25	  
			
	 3.01
	 	Repayment	  	 	25	  
			
	 3.02
	 	Interest	  	 	25	  
			
	 3.03
	 	Prepayments	  	 	26	  
		
	SECTION 4 PAYMENTS, ETC.	  	 	28	  
			
	 4.01
	 	Payments	  	 	28	  
			
	 4.02
	 	Computations	  	 	29	  
			
	 4.03
	 	Notices	  	 	29	  
			
	 4.04
	 	Set-Off	  	 	29	  
		
	SECTION 5 YIELD PROTECTION, ETC.	  	 	29	  
			
	 5.01
	 	Additional Costs	  	 	29	  
			
	 5.02
	 	Reserved	  	 	30	  
			
	 5.03
	 	Illegality	  	 	31	  
			
	 5.04
	 	Reserved	  	 	31	  
			
	 5.05
	 	Taxes	  	 	31	  
		
	SECTION 6 CONDITIONS PRECEDENT	  	 	34	  


  
 -i- 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 6.01
	 	Conditions to Initial Borrowing	  	 	34	  
			
	 6.02
	 	Conditions to Subsequent Borrowings	  	 	37	  
			
	 6.03
	 	Conditions to Each Borrowing	  	 	37	  
		
	 SECTION 7 REPRESENTATIONS AND WARRANTIES
	  	 	38	  
			
	 7.01
	 	Power and Authority	  	 	38	  
			
	 7.02
	 	Authorization; Enforceability	  	 	38	  
			
	 7.03
	 	Governmental and Other Approvals; No Conflicts	  	 	39	  
			
	 7.04
	 	Financial Statements; Material Adverse Change	  	 	39	  
			
	 7.05
	 	Properties	  	 	39	  
			
	 7.06
	 	No Actions or Proceedings	  	 	43	  
			
	 7.07
	 	Compliance with Laws and Agreements	  	 	43	  
			
	 7.08
	 	Taxes	  	 	43	  
			
	 7.09
	 	Full Disclosure	  	 	43	  
			
	 7.10
	 	Regulation	  	 	44	  
			
	 7.11
	 	Solvency	  	 	44	  
			
	 7.12
	 	Subsidiaries	  	 	44	  
			
	 7.13
	 	Indebtedness and Liens	  	 	44	  
			
	 7.14
	 	Material Agreements	  	 	44	  
			
	 7.15
	 	Restrictive Agreements	  	 	44	  
			
	 7.16
	 	Real Property	  	 	44	  
			
	 7.17
	 	Pension Matters	  	 	45	  
			
	 7.18
	 	Collateral; Security Interest	  	 	45	  
			
	 7.19
	 	Regulatory Approvals	  	 	45	  
			
	 7.20
	 	Small Business Concern	  	 	46	  
			
	 7.21
	 	Update of Schedules	  	 	46	  
		
	 SECTION 8 AFFIRMATIVE COVENANTS
	  	 	46	  
			
	 8.01
	 	Financial Statements and Other Information	  	 	46	  
			
	 8.02
	 	Notices of Material Events	  	 	47	  
			
	 8.03
	 	Existence; Conduct of Business	  	 	49	  
			
	 8.04
	 	Payment of Obligations	  	 	49	  
			
	 8.05
	 	Insurance	  	 	50	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 8.06
	 	Books and Records; Inspection Rights	  	 	50	  
			
	 8.07
	 	Compliance with Laws and Other Obligations	  	 	50	  
			
	 8.08
	 	Maintenance of Properties, Etc.	  	 	51	  
			
	 8.09
	 	Licenses	  	 	52	  
			
	 8.10
	 	Action under Environmental Laws	  	 	52	  
			
	 8.11
	 	Use of Proceeds	  	 	52	  
			
	 8.12
	 	Certain Obligations Respecting Subsidiaries; Further Assurances	  	 	53	  
			
	 8.13
	 	Termination of Non-Permitted Liens	  	 	54	  
			
	 8.14
	 	Intellectual Property	  	 	54	  
			
	 8.15
	 	Post-Closing Items	  	 	55	  
			
	 8.16
	 	Real Property Security Documents	  	 	55	  
		
	 SECTION 9 NEGATIVE COVENANTS
	  	 	55	  
			
	 9.01
	 	Indebtedness	  	 	56	  
			
	 9.02
	 	Liens	  	 	57	  
			
	 9.03
	 	Fundamental Changes and Acquisitions	  	 	59	  
			
	 9.04
	 	Lines of Business	  	 	59	  
			
	 9.05
	 	Investments	  	 	59	  
			
	 9.06
	 	Restricted Payments	  	 	60	  
			
	 9.07
	 	Payments of Indebtedness	  	 	61	  
			
	 9.08
	 	Change in Fiscal Year	  	 	61	  
			
	 9.09
	 	Sales of Assets, Issuances of Equity, Etc.	  	 	61	  
			
	 9.10
	 	Transactions with Affiliates	  	 	62	  
			
	 9.11
	 	Restrictive Agreements	  	 	62	  
			
	 9.12
	 	Amendments to Material Agreements	  	 	63	  
			
	 9.13
	 	Preservation of Borrower Lease; Operating Leases	  	 	63	  
			
	 9.14
	 	Sales and Leasebacks	  	 	64	  
			
	 9.15
	 	Hazardous Material	  	 	64	  
			
	 9.16
	 	Accounting Changes	  	 	64	  
			
	 9.17
	 	Compliance with ERISA	  	 	64	  
			
	 9.18
	 	Investment Company Act	  	 	64	  
		
	 SECTION 10 FINANCIAL COVENANTS
	  	 	65	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 10.01
	 	Minimum Revenue	  	 	65	  
			
	 10.02
	 	Minimum Cash	  	 	66	  
		
	 SECTION 11 EVENTS OF DEFAULT
	  	 	66	  
			
	 11.01
	 	Events of Default	  	 	66	  
			
	 11.02
	 	Remedies	  	 	69	  
		
	 SECTION 12 MISCELLANEOUS
	  	 	70	  
			
	 12.01
	 	No Waiver	  	 	70	  
			
	 12.02
	 	Notices	  	 	70	  
			
	 12.03
	 	Expenses, Indemnification, Etc.	  	 	70	  
			
	 12.04
	 	Amendments, Etc.	  	 	71	  
			
	 12.05
	 	Successors and Assigns	  	 	72	  
			
	 12.06
	 	Survival	  	 	74	  
			
	 12.07
	 	Captions	  	 	74	  
			
	 12.08
	 	Counterparts	  	 	74	  
			
	 12.09
	 	Governing Law	  	 	74	  
			
	 12.10
	 	Jurisdiction, Service of Process and Venue	  	 	74	  
			
	 12.11
	 	Waiver of Jury Trial	  	 	75	  
			
	 12.12
	 	Waiver of Immunity	  	 	75	  
			
	 12.13
	 	Entire Agreement	  	 	75	  
			
	 12.14
	 	Severability	  	 	75	  
			
	 12.15
	 	No Fiduciary Relationship	  	 	75	  
			
	 12.16
	 	Confidentiality	  	 	75	  
			
	 12.17
	 	USA PATRIOT Act	  	 	76	  
			
	 12.18
	 	Maximum Rate of Interest	  	 	76	  
			
	 12.19
	 	Certain Waivers	  	 	76	  
		
	 SECTION 13 GUARANTEE
	  	 	77	  
			
	 13.01
	 	The Guarantee	  	 	77	  
			
	 13.02
	 	Obligations Unconditional	  	 	78	  
			
	 13.03
	 	Reinstatement	  	 	78	  
			
	 13.04
	 	Subrogation	  	 	79	  
			
	 13.05
	 	Remedies	  	 	79	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 13.06
	 	Instrument for the Payment of Money	  	 	79	  
			
	 13.07
	 	Continuing Guarantee	  	 	79	  
			
	 13.08
	 	Rights of Contribution	  	 	79	  
			
	 13.09
	 	General Limitation on Guarantee Obligations	  	 	80	  
			
	 13.10
	 	Collateral and Guaranty Matters	  	 	80	  

  

					
	SCHEDULES AND EXHIBITS
			
	Schedule 1	  	-	    	Commitments and Warrant Shares
	Schedule 7.05(b)	  	-	    	Certain Intellectual Property
	Schedule 7.05(c)	  	-	    	Material Intellectual Property
	Schedule 7.06	  	-	    	Certain Litigation
	Schedule 7.12	  	-	    	Information Regarding Subsidiaries
	Schedule 7.13(a)	  	-	    	Existing Indebtedness of Borrower and its Subsidiaries
	Schedule 7.13(b)	  	-	    	Liens Granted by the Obligors
	Schedule 7.14	  	-	    	Material Agreements of Each Obligor
	Schedule 7.15	  	-	    	Permitted Restrictive Agreements
	Schedule 7.16	  	-	    	Real Property Owned or Leased by Borrower and Subsidiaries
	Schedule 7.17	  	-	    	Pension Matters
	Schedule 7.19	  	-	    	Regulatory Approvals
	Schedule 9.05	  	-	    	Existing Investments
	Schedule 9.14	  	-	    	Permitted Sales and Leasebacks
	Exhibit A	  	-	    	Form of Guarantee Assumption Agreement
	Exhibit B	  	-	    	Form of Notice of Borrowing
	Exhibit C	  	-	    	Form of Term Loan Note
	Exhibit D	  	-	    	Form of U.S. Tax Compliance Certificate
	Exhibit E	  	-	    	Form of Compliance Certificate
	Exhibit F	  	-	    	Form of Opinion from Corporate Counsel
	Exhibit G	  	-	    	Form of Landlord Consent
	Exhibit H	  	-	    	Form of Subordination Agreement


  
 -v- 








 TERM LOAN AGREEMENT, dated as of May 24, 2013 (this “Agreement”),
among VALERITAS, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto. 

WITNESSETH: 
 The Borrower has
requested the Lenders to make term loans to the Borrower, and the Lenders are prepared to make such loans on and subject to the terms and conditions hereof. Accordingly, the parties agree as follows: 

SECTION 1 
 DEFINITIONS

 1.01 Certain Defined Terms. As used herein, the following terms have the following respective meanings: 

“Acquisition” means any transaction, or any series of related transactions, by which any Person directly or
indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase of assets, or similar transaction having the same effect as any of the foregoing, (a) acquires any business or all or substantially all of the assets of any
Person engaged in any business, (b) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing body if the business affairs of such
Person are managed by a board of directors or other governing body, or (c) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body.

 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agreement” has the meaning set forth in the introduction hereto. “Asset Sale” is defined in
Section 9.09. 
 “Asset Sale Net Proceeds” means the aggregate amount of the cash proceeds received from
any Asset Sale, net of any bona fide fees, costs, expenses and amounts incurred or payable in connection with such Asset Sale (including, without limitation, any Indebtedness (other than the Obligations) that is required to be discharged in
connection with such Asset Sale, reasonable out-of-pocket costs and expenses incurred in connection with such Asset Sale and taxes reasonably estimated to be payable within two years of the date of the consummation of such Asset Sale), plus, the
monetized amount of any non-cash proceeds of an Asset Sale but only as and when so received. 
 “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender and an assignee of such Lender. 

“Bankruptcy Code” means Title II of the United States Code entitled “Bankruptcy.” 

  
 1 








 “Benefit Plan” means any employee benefit plan as defined in
Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Obligor or Subsidiary thereof incurs or otherwise has any obligation or liability, contingent or otherwise. 

“Borrower” has the meaning set forth in the introduction hereto. 

“Borrower Facility” means the premises located at 800 Boston Turnpike, Shrewsbury, Massachusetts, which are leased by
Borrower pursuant to the Borrower Lease. 
 “Borrower Landlord” means The Taming of the Shrewsbury, LLC,
O’Neill Partners, LLC and Chanski, LLC as tenants in common. 
 “Borrower Lease” means that certain lease dated
as of December 22, 2006 between the Borrower Landlord and Valeritas, LLC (predecessor to the Borrower), as amended, modified and in effect from time to time. 

“Borrowing” means a borrowing consisting of Loans made on the same day by the Lenders according to their respective
Commitments (including without limitation a borrowing of a PIK Loan). 
 “Borrowing Date” means the date of any
Borrowing. 
 “Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are not
authorized or required to close in New York City. 
 “Capital Lease Obligations” means, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal Property which obligations are required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP. 

“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by
any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Specified Equityholders, acting jointly or otherwise in concert, of capital stock representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of the Borrower or (b) the acquisition of direct or indirect Control of the Borrower by any Person or group of Persons other than the Specified Equityholders, acting jointly or
otherwise in concert; in each case whether as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise. 

“Claims” includes claims, demands, complaints, grievances, actions, applications, suits, causes of action, orders,
charges, indictments, prosecutions, informations (brought by a public prosecutor without grand jury indictment) or other similar processes, assessments or reassessments. 

  
 2 








 “Code” means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time. 
 “Collateral” means the collateral
provided for in the Security Documents. 
 “Commitment” means, with respect to each Lender, the obligation of such
Lender to make Loans to the Borrower in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name on Schedule 1 under the caption “Commitment”, as such
Schedule may be amended from time to time pursuant to Section 12.05(c). The aggregate Commitments on the date hereof equal $100,000,000. For purposes of clarification, the amount of any PIK Loans shall not reduce the amount of the
available Commitment. 
 “Commitment Period” means the period from and including the date hereof and through and
including the earlier to occur of (i) December 29, 2014 and (ii) the twentieth Business Day following the date on which a Notice of Borrowing is to be sent in accordance with Section 6.02(d)(ii). 

“Commodities Account” is defined in the Security Agreement. 

“Common Stock Outstanding” means, collectively, (1) outstanding Common Stock of Borrower, (2) Common Stock
issuable upon conversion of outstanding Preferred Stock, including the Series C Accruing Dividends, Series C-1 Accruing Dividends, Series C-2 Accruing Dividends and Series B Accruing Dividends (each as defined in Borrower’s certificate of
incorporation), (3) Common Stock issuable upon exercise of outstanding stock options and (4) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants. Shares
described in (1) through (4) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable. 

“Compliance Certificate” has the meaning given to such term in Section 8.01(c).
“Contracts” means contracts, licenses, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements under which a Person has, or will have, any
liability or contingent liability (in each case, whether written or oral, express or implied). 
 “Control” means,
in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto. 
 “Control Agent” is defined
in the Security Agreement. 
 “Copyrights” is defined in the Security Agreement. 

  
 3 








 “CRPPF” means Capital Royalty Partners II – Parallel Fund
“A” L.P., a Delaware limited partnership. 
 “Cure Amount” has the meaning set forth in
Section 10.01(b)(ii). 
 “Cure Right” has the meaning set forth in Section 10.01(b)(i)(B).

 “Default” means any Event of Default and any event that, upon the giving of notice, the lapse of time or both,
would constitute an Event of Default. 
 “Defaulting Lender” means, subject to Section 2.06, any Lender
that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or any Lender
that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, or (c) has, or has a
direct or indirect parent company that has, (i) become the subject of an Insolvency Proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. 

“Deposit Account” is defined in the Security Agreement. 

“Disqualified Securities” means any Equity Interest which, by its terms (or by the terms of any security or other
Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at
the option of the holder thereof, in whole or in part, on or prior to the Maturity Date, (b) is convertible in or exchangeable for (i) debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case, at
any time prior to the Maturity Date, (c) contains any repurchase obligations which may come into effect prior to payment in full of all Obligations (other than Warrant Obligations, and customary contingent indemnification claims), or
(d) requires the payment of cash dividends or distributions prior to the Maturity Date. 
 “Dollars” and
“$” means lawful money of the United States of America. 
 “Domestic Subsidiary” means any
Subsidiary that is a corporation, limited liability company, partnership or similar business entity incorporated, formed or organized under the laws of the United States, any State of the United States or the District of Columbia. 

“Eligible Transferee” means and includes a commercial bank, an insurance company, a finance company, a financial
institution, any investment fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) that is principally in the business of managing investments or holding assets for investment
purposes; provided that 

  
 4 








 
“Eligible Transferee” shall not include (i) any Person that is principally in the business of managing investments or holding assets for investment purposes and has a board
participation right in a company that produces, markets or sells, or develops a program to market or sell, a marketed product or product in Phase III clinical trials in competition with the Borrower, (ii) any such company referred to in clause
(i), (iii) any Affiliate of any such company referred to in clause (i) or any Person referred to in clause (i). 

“Environmental Law” means any federal, state, provincial or local governmental law, rule, regulation, order, writ,
judgment, injunction or decree relating to pollution or protection of the environment or the treatment, storage, disposal, release, threatened release or handling of hazardous materials, and all local laws and regulations related to environmental
matters and any specific agreements entered into with any competent authorities which include commitments related to environmental matters. 

“Equity Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other
equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, but excluding debt securities convertible or exchangeable into such equity. 

“Equivalent Amount” means, with respect to an amount denominated in one currency, the amount in another currency that
could be purchased by the amount in the first currency determined by reference to the Exchange Rate at the time of determination. 

“ERISA” means the United States Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means, collectively, any Obligor, Subsidiary thereof, and any Person under common control, or
treated as a single employer, with any Obligor or Subsidiary thereof, within the meaning of Section 414(b), (c), (m) or (o) of the Code. 

“ERISA Event” means (i) a reportable event as defined in Section 4043 of ERISA with respect to a Title IV
Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (ii) the applicability of the requirements
of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Title IV Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of
ERISA is reasonably expected to occur with respect to such plan within the following 30 days; (iii) a withdrawal by any Obligor or any ERISA Affiliate thereof from a Title IV Plan or the termination of any Title IV Plan resulting in liability
under Sections 4063 or 4064 of ERISA; (iv) the withdrawal of any Obligor or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefore, or the receipt by any Obligor or any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (v) the filing of a
notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the 

  
 5 








 
commencement of proceedings by the PBGC to terminate a Title IV Plan or Multiemployer Plan; (vi) the imposition of liability on any Obligor or any ERISA Affiliate thereof pursuant to
Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the failure by any Obligor or any ERISA Affiliate thereof to make any required contribution to a Plan, or the failure to meet the minimum
funding standard of Section 412 of the Code with respect to any Title IV Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the
Code with respect to any Title IV Plan or the failure to make any required contribution to a Multiemployer Plan; (viii) the determination that any Title IV Plan is considered an at-risk plan or a plan in endangered to critical status within the
meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (ix) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; (x) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any
Obligor or any ERISA Affiliate thereof; (xi) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Title Plan; (xii) the
occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Obligor or any Subsidiary thereof may be directly or indirectly liable; (xiii) a violation of the applicable requirements of Section 404 or
405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary or disqualified person for which any Obligor or any ERISA Affiliate thereof may be directly or indirectly liable; (xiv) the occurrence of an act
or omission which could give rise to the imposition on any Obligor or any ERISA Affiliate thereof of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Sections 409, 502(c), (i) or (1) or 4071 of ERISA;
(xv) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, or against any Obligor or any Subsidiary thereof in connection with any such plan; (xvi) receipt from the IRS of notice
of the failure of any Qualified Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Qualified Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code;
(xvii) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Obligor or any ERISA Affiliate thereof, in either case pursuant to Title I or IV,
including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code; or (xviii) the establishment or amendment by any Obligor or any Subsidiary thereof of any “welfare plan”, as such term is defined in
Section 3(1) of ERISA, that provides post-employment welfare benefits in a manner that would increase the liability of any Obligor. 

“Event of Default” has the meaning set forth in Section 11. 

“Exchange Rate” means the rate at which any currency (the “Pre-Exchange Currency”) may be
exchanged into another currency (the “Post-Exchange Currency”), as set forth on such date on the relevant Reuters screen at or about 11:00 a.m. (Central time) on such date. In the event that such rate does not appear on the
Reuters screen, the “Exchange Rate” with respect to exchanging such Pre-Exchange Currency into such Post-Exchange Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be
agreed upon by the Borrower and the Majority Lenders or, in the absence of such agreement, such Exchange Rate shall instead be determined by the Majority Lenders by any reasonable method as they deem applicable to determine such rate, and such
determination shall be conclusive absent manifest error. 

  
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 “Excluded Accounts” means accounts used in the ordinary course of
business for payroll, payroll taxes and other employee wage and benefit payments, pension fund accounts, 401(k) accounts, trust accounts, the certificates of deposit referred to in Section 9.02(p), and the segregated deposit accounts
referred to in Section 9.02(q). 
 “Excluded Taxes” means any of the following Taxes imposed on or with
respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case imposed as a result of
such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax, (b) Other Connection Taxes, (c) U.S. federal
withholding Taxes that are imposed on amounts payable to a Lender to the extent that the obligation to withhold amounts existed on the date that such Lender became a “Lender” under this Agreement, except in each case to the extent such
Lender is a direct or indirect assignee of any other Lender that was entitled, at the time the assignment of such other Lender became effective, to receive additional amounts under Section 5.05, (d) any Taxes imposed in connection
with FATCA, and (e) Taxes attributable to such Recipient’s failure to comply with Section 5.05(e). 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not more onerous to comply with), any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code. 

“Foreign Lender” means a Lender that is not a U.S. Person. 

“Foreign Subsidiary” means a Subsidiary of Borrower that is not a Domestic Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time,
set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements
by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.02, all references to “GAAP”
shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in Section 7.04(a). 

“Governmental Approval” means any consent, authorization, approval, order, license, franchise, permit, certificate,
accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

  
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 “Governmental Authority” means any nation, government, branch of power
(whether executive, legislative or judicial), state, province or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory or administrative functions of or pertaining to
government, including without limitation regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other law-, rule- or
regulation-making organizations or entities of any State, territory, county, city or other political subdivision of the United States. 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the
purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit A
by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” hereunder in favor of the Lenders. 

“Hazardous Material” means any substance, element, chemical, compound, product, solid, gas, liquid, waste, by-product,
pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or
regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law. 
 “Hedging
Agreement” means any interest rate exchange agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or
obligations of such Person with respect to deposits or advances of any kind by third parties, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which
interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, 

  
 8 








 
contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) obligations under any Hedging Agreement in respect of currency swaps,
forwards, futures or derivatives transactions, and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership or joint venture in which such Person is a general partner or a joint venturer) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
 “Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Insolvency Proceeding” means (i) any case, action or proceeding before any court or other Governmental Authority
relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other,
similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code. 

“Intellectual Property” means all Patents, Trademarks, Copyrights, and Technical Information, whether registered or
not, domestic and foreign. Intellectual Property shall include all: 
 (a) applications or registrations relating to such Intellectual
Property; 
 (b) rights and privileges arising under applicable Laws with respect to such Intellectual Property; 

(c) rights to sue for past, present or future infringements of such Intellectual Property; and 

(d) rights of the same or similar effect or nature in any jurisdiction corresponding to such Intellectual Property throughout the world.

 “Interest-Only Period” means (i) if only one Borrowing has been made, the period from and including the
first Borrowing Date and through and including the twelfth (12th) Payment Date thereafter, and (ii) if more than one Borrowing has been made (other than Borrowings of PIK Loans), the period
from and including the first Borrowing Date and through and including the sixteenth (16th) Payment Date thereafter. 

“Interest Period” means, with respect to any Borrowing, initially, the period commencing on the Borrowing Date
therefor and ending on the next Payment Date, and thereafter, each period beginning on the last day of the immediately preceding Interest Period and ending on March 31, June 30, September 30 and December 31, as the case
may be; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall end 

  
 9 








 
on the next succeeding Business Day unless such succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) the term “Interest Period” shall include any period selected by the Majority Lenders from time to time in accordance with Section 3.02(c). 

“Invention” means any novel, inventive and useful art, apparatus, method, process, machine (including article or
device), manufacture or composition of matter, or any novel, inventive and useful improvement in any art, method, process, machine (including article or device), manufacture or composition of matter. 

“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities
at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of
inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication)
any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement. 

“IRS” means the U.S. Internal Revenue Service or any successor agency, and to the extent relevant, the U.S. Department
of the Treasury. 
 “Knowledge” means, with respect to the Borrower, any Obligor or any of their Subsidiaries, the
actual knowledge of the Chief Executive Officer (as at the date of this Agreement, Kristine Peterson), the President and Chief Commercial Officer (as at the date of this Agreement, John Timberlake), the Chief Financial Officer (as at the date of
this Agreement, Jim Dentzer), the Controller (as at the date of this Agreement, William Duke), the Executive Vice President (Manufacturing, Operations and R&D) (as at the date of this Agreement, Geoffrey Jenkins), and the Vice President (Human
Resources) (as at the date of this Agreement, Nancy Ryan) of the Borrower. Furthermore, “Knowledge” shall be deemed to be the actual knowledge of any such Person (and not the implied, constructive or imputed knowledge of any such Person)
as of the applicable times expressly indicated, and without any obligation to make any independent investigation of, or any implied duty to investigate, such matters, or to make any inquiry of any other Person, or to search or to examine any files,
records books, correspondence and the like. There shall be no personal liability on the part of any individual referred to above arising out of the Loan Documents. 

“Landlord Consent” means a Landlord Consent substantially in the form of Exhibit G. 

“Laws” means, collectively, all international, foreign, federal, state, provincial, territorial, municipal and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration 

  
 10 








 
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“Lenders” means Capital Royalty Partners II L.P., CRPFF and PIOP, together with their successors and each assignee of
a Lender pursuant to Section 12.05(b) and “Lender” means any one of them. 
 “Lien” means any
mortgage, lien, pledge, charge, encumbrance or other security interest, leases, title retention agreements, mortgages, restrictions, easements, rights-of-way, options or adverse claims (of ownership or possession) or encumbrances of any kind or
character whatsoever or any preferential arrangement that has the practical effect of creating a security interest. 

“Loan” means (i) each loan advanced by a Lender pursuant to Section 2.01 and (ii) each PIK Loan
deemed to have been advanced by a Lender pursuant to Section 3.02(d). For purposes of clarification, any calculation of the aggregate outstanding principal amount of Loans on any date of determination shall include both the aggregate
principal amount of loans advanced pursuant to Section 2.01 and not yet repaid, and all PIK Loans deemed to have been advanced and not yet repaid, on or prior to such date of determination. 

“Loan Documents” means, collectively, this Agreement, the Notes, the Security Documents, each Warrant, any
subordination agreement or any intercreditor agreement entered into by Lenders with any other creditors of Obligors, the Valeritas Security Side Letter and any other present or future agreement executed by Obligors for the benefit of Lenders in
connection with this Agreement or any of the other Loan Documents, all as amended, restated, or otherwise modified. 

“Loss” means judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether
liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs
incurred in investigating or pursuing any Claim or any proceeding relating to any Claim. 
 “Majority Lenders”
means, at any time, Lenders having at such time in excess of 50% of the aggregate Commitments (or, if such Commitments are terminated, the outstanding principal amount of the Loans) then in effect, ignoring, in such calculation, the Commitments of
and outstanding Loans owing to any Defaulting Lender. 
 “Management Gross Revenue” means for any period, revenues
arrived at during such period by multiplying the wholesale acquisition cost per kit paid by the relevant customer by the number of Product commercial kits sold in a bona fide transaction and consistent with past practices. 

“Management Net Revenue” means for any period, Management Gross Revenue during such period less each of the following
deductions during such period: 

  
 11 








 1. Service fees, which are recorded based on the customer that purchased the Product; 

2. Prompt pay discounts or rebates, which are recorded based on the customer that purchased the Product; 

3. Returns, which are based on industry norms, estimated at 1.5% of Management Gross Revenue; unless the Borrower’s actual history of
returns is materially higher than 1.5%, in which case such higher amount shall be used; 
 4. Managed care mix discount or rebate, which is
based on the estimated end user payor mix and related contractual rebates; 
 5. Part D mix discount or rebate, which is based on the
estimated end user payor mix and related contractual rebates; and 
 6. Actual costs associated with copay card redemptions plus estimated
projected redemption costs based on Product sold to customers but not yet in the hands of the end user (patient). 
 “Margin
Stock” means “margin stock” within the meaning of Regulations U and X. 
 “Material Adverse
Change” and “Material Adverse Effect” mean a material adverse change in or effect on (i) the business, financial condition, operations, performance or Property of Borrower and its Subsidiaries taken as a
whole, (ii) the ability of any Obligor to perform its obligations under the Loan Documents, or (iii) the legality, validity, binding effect or enforceability of the Loan Documents or the rights and remedies of the Lenders under any of the
Loan Documents. “Material Adverse Change” and “Material Adverse Effect” shall not include any change or effect relating generally to national or regional economic conditions, financial markets, and/or the industry in which the
Borrower engages in business, except that any such change or effect may constitute, and shall be taken into account in determining whether there has been or would be, a Material Adverse Change or Material Adverse Effect if such changes or effects
have, in any material respect, a disproportionate impact on Borrower and its Subsidiaries, taken as a whole, relative to other companies in the industry in which Borrower and its Subsidiaries operate. 

“Material Agreements” means (i) the agreements which are listed in Schedule 7.14 and (ii) all other
agreements held by the Obligors from time to time, the absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect, provided however that “Material Agreements” exclude all: (i) licenses
implied by the sale of a product; and (ii) paid-up licenses for commonly available software programs under which an Obligor is the licensee. “Material Agreement” means any one such agreement. If, at any time following the date hereof,
any agreement set forth on Schedule 7.14 ceases to constitute an agreement of the type described in clause (ii) above, such agreement shall, at such time, no longer constitute a “Material Agreement”. 

  
 12 








 “Material Indebtedness” means, at any time, any Indebtedness of any
Obligor the outstanding principal amount of which, individually or in the aggregate, exceeds $1,000,000 (or the Equivalent Amount in other currencies). 

“Material Intellectual Property” means, the Obligor Intellectual Property described in Schedule 7.05(c) and any
other Obligor Intellectual Property after the date hereof the loss of which would reasonably be expected to have a Material Adverse Effect. 

“Maturity Date” means the earlier to occur of (i) the twenty-fourth (24th) Payment Date following the first Borrowing Date, and (ii) the date on which the Loans are accelerated pursuant to Section 11.02. 

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA
Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. 
 “Note” means a promissory
note executed and delivered by the Borrower to the Lenders in accordance with Section 2.04 or 3.02(d). 

“Notice of Borrowing” has the meaning given to such term in Section 2.02. 

“Obligations” means, with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of every
type and description owing by such Obligor to any Lender, any other indemnitee hereunder or any participant, arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment),
absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (i) if
such Obligor is the Borrower, all Loans, (ii) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for
post-filing or post-petition interest is allowed in any such proceeding, and (iii) all other fees, expenses (including reasonable and documented fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements,
indemnities and reimbursement of amounts paid and other sums chargeable to such Obligor under any Loan Document. 
 “Obligor
Intellectual Property” means Intellectual Property owned by or licensed to any of the Obligors. 

“Obligors” means, collectively, the Borrower and the Subsidiary Guarantors and their respective successors and
permitted assigns. 
 “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a
present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

  
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 “Other Taxes” means all present or future stamp, court or documentary,
intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect
to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.05(g)). 

“Patents” is defined in the Security Agreement. 

“Payment Date” means each of March 31, June 30, September 30, December 31 and the
Maturity Date; provided that, other than with respect to the Payment Date that is the Maturity Date, if any such date shall occur on a day that is not a Business Day, the applicable Payment Date shall be the next succeeding Business Day
unless such succeeding Business Day would fall in the next calendar month, in which case such Payment Date shall end on the next preceding Business Day. 

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto. 

“Permitted Acquisition” means any acquisition by the Borrower or any of its wholly-owned Subsidiaries, whether by
purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that: 

(a) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result
therefrom; 
 (b) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all
applicable Laws and in conformity with all applicable Governmental Approvals; 
 (c) in the case of the acquisition of all of the Equity
Interests of such Person, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares required pursuant to applicable Law) acquired, or otherwise issued by such Person or any newly formed Subsidiary
of the Borrower in connection with such acquisition, shall be owned 100% by the Borrower, a Subsidiary Guarantor or any other Subsidiary, and the Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of
the Borrower, each of the actions set forth in Section 8.12, if applicable; 
 (d) the Borrower and its Subsidiaries shall
be in compliance with the financial covenants set forth in Section 10.01 on a pro forma basis after giving effect to such acquisition; and 

(e) such Person (in the case of an acquisition of Equity Interests) or assets (in the case of an acquisition of assets or a division)
(i) shall be engaged or used, as the case may be, in the same business or lines of business in which the Borrower and/or its Subsidiaries are engaged or (ii) shall have a similar customer base as the Borrower and/or its Subsidiaries. 

  
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 “Permitted Cash Equivalent Investments” means (i) marketable direct
obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than two (2) years from the date of acquisition, (ii) time deposits or insured certificates of deposit
or bankers’ acceptances having maturities of not more than two (2) years from the date of acquisition maintained with any commercial bank organized under the laws of the United States of America that is a member of the Federal Reserve
System, (iii) commercial paper maturing no more than one (1) year after its creation and having the highest or second highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc. and
(iv) Investments in money market investment programs administered by reputable financial institutions, the portfolios of which are limited solely to Investments of the character, quality and maturity described in the foregoing clauses
(i) through (iii). 
 “Permitted Indebtedness” means any Indebtedness permitted under Section 9.01.

 “Permitted Lien” means any Lien permitted under Section 9.02. 

“Permitted Priority Debt” means Indebtedness of the Obligors, in a principal amount not to exceed at any time 80%
times the face amount at such time of the Obligors’ eligible accounts receivable; provided that (a) such Indebtedness, if secured, shall not be secured by a first-priority security interest in any asset other than the Obligors’
accounts receivable and inventory, and (b) the holders or lenders thereof have executed and delivered to Lenders an intercreditor agreement reasonably satisfactory to the Majority Lenders reflecting market terms and conditions. 

“Permitted Refinancing” means, with respect to any Indebtedness, any extensions, renewals and replacements of such
Indebtedness; provided that such extension, renewal or replacement (i) shall not increase the outstanding principal amount of such Indebtedness except by an amount equal to accrued interest and a reasonable premium or other amount paid,
and fees and expenses reasonably incurred in connection therewith, (ii) contains terms relating to outstanding principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole
no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing such existing Indebtedness, (iii) shall have an applicable interest rate which does not exceed
the greater of (a) rate of interest of the Indebtedness being replaced and (b) the then applicable market interest rate, and (iv) shall not contain any new requirement to grant any lien or security or to give any guarantee that was
not an existing requirement of such Indebtedness. 
 “Permitted Restrictive Agreements” has the meaning set forth in
Section 7.15. 
 “Permitted Senior Liens” means (i) those Liens in favor of the holders of
Permitted Priority Debt solely with respect to the Obligors’ accounts receivable and inventory and (ii) those Liens permitted under Sections 9.02(e) and (i). 

“Permitted Shareholder Debt” means all Indebtedness evidenced by that (i) certain Note dated as of
September 8, 2011 by the Borrower as maker and WCAS Capital Partners IV, L.P. (or any Affiliate or transferee thereof), as holder, or (ii) any additional notes issued by the Borrower as maker to WCAS Capital Partners IV, L.P. (or any
Affiliate or transferee thereof), as 

  
 15 








 
holder, in each case as amended, amended and restated, supplemented or modified; provided that such Indebtedness shall be at all times subject to the terms and conditions of a Subordination
Agreement, substantially in the form attached hereto as Exhibit H, among the Lenders and the holders of such Note; provided further that in the case of any additional notes issued by the Borrower as described in clause (ii) above, such notes
shall be on substantially the same terms as that certain Note dated as of September 8, 2011 by the Borrower as maker and WCAS Capital Partners IV, L.P. (or any Affiliate or transferee thereof), as holder. 

“Permitted Subordinated Debt” means Indebtedness (i) that is governed by documentation containing
representations, warranties, covenants and events of default no more burdensome or restrictive than those contained in the Loan Documents, (ii) that has a maturity date later than the Maturity Date, (iii) in respect of which no cash
payments of principal or interest are required or permitted prior to the Maturity Date, (iv) in respect of which the holders have agreed in favor of the Borrower and Lenders that prior to the date on which the Commitments have expired or been
terminated and all Obligations (other than Warrant Obligations) have been paid in full indefeasibly in cash, such holders will not exercise any remedies available to them in respect of such Indebtedness, and (v) that is unsecured. 

“Person” means any individual, corporation, company, voluntary association, partnership, limited liability company,
joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions. 
 “PIK Loan” has the meaning set forth in Section 3.02(d). 

“PIK Period” means the period beginning on the first Borrowing Date through and including the earlier to occur of (i) (A) if only one Borrowing shall be made, the twelfth (12th) Payment Date after the first Borrowing
Date, and (B) if more than one Borrowing (other than PIK Borrowings) shall be made, the sixteenth (16th) Payment Date after the first
Borrowing Date, and (ii) the date on which any Event of Default shall have occurred (provided that if such Event of Default shall have been cured or waived, the PIK Period shall resume until the earlier to occur of the next Event of Default and (x) if only one Borrowing shall be made, the twelfth (12th) Payment Date after the first Borrowing Date), or
(y) if more than one Borrowing (other than PIK Borrowings) shall be made, the sixteenth (16th) Payment Date after the first Borrowing
Date. 
 “PIOP” means Parallel Investment Opportunities Partners II L.P., a Delaware limited partnership. 

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA. 
 “Post-Default Rate” has the meaning set forth in
Section 3.02(b). 

  
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 “Prepayment Premium” means, with respect to any optional prepayment
pursuant to Section 3.03(a), the amount calculated pursuant to Sections 3.03(a)(i) and (ii) with respect to such optional prepayment. 

“Product” means V-Go® and EZ Fill (and their respective successors), in a form substantially similar to that
approved by the U.S. Food and Drug Administration in December 2010. 
 “Property” of any Person means any property
or assets, or interest therein, of such Person. 
 “Proportionate Share” means, with respect to any Lender, the
percentage obtained by dividing (a) the sum of the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the Commitments
are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect. 
 “Qualified Plan”
means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA
Affiliate thereof has ever made, or was ever obligated to make, contributions, and (ii) that is intended to be tax qualified under Section 401(a) of the Code. 

“Real Property Security Documents” means the Landlord Consent and any collateral access agreements and security
documents, including mortgages but excluding deeds of trust, required under Section 8.16 to be executed or delivered by an Obligor; provided that Real Property Security Documents shall not include any mortgages with respect to any
leasehold interest in real property. 
 “Recipient” means any Lender or any other recipient of any payment to be
made by or on account of any Obligation. 
 “Redemption Date” has the meaning set forth in
Section 3.03(a). 
 “Redemption Price” has the meaning set forth in Section 3.03(a). 

“Register” has the meaning set forth in Section 12.05(d). 

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as amended. 

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as amended. 

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as amended. 

  
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 “Regulatory Approvals” means any registrations, licenses, authorizations,
permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing. 

“Requirement of Law” means, as to any Person, any statute, law, treaty, rule or regulation or determination, order,
injunction or judgment of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Properties or revenues. 

“Responsible Officer” of any Person means the President, Chief Executive Officer , Chief Financial Officer or
Treasurer of such Person. 
 “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of the Borrower or any of its Subsidiaries or any option, warrant or other right to acquire any such shares of capital
stock of the Borrower or any of its Subsidiaries. 
 “Revenue” means for any period, Management Net Revenue during
such period that is recognized at the time the Product sold (in a bona fide transaction) to, and legal title transfers to, the Borrower’s customers, third-party wholesalers and medical supply distributors, consistent with past practices and
consistently applied. 
 “SBA” means U.S. Small Business Administration. 

“SBIC” means Small Business Investment Company. 

“SBIC Act” means Small Business Investment Act of 1958, as amended. 

“Security Agreement” means the Security Agreement, dated as of the date hereof, among the Obligors and the Lenders,
granting a security interest in the Obligors’ personal Property in favor of the Lenders. 
 “Security
Documents” means, collectively, the Security Agreement, each Short-Form IP Security Agreement, each Real Property Security Document, and each other security document, control agreement or financing statement required or recommended to
perfect Liens in favor of the Lenders. 
 “Securities Account” is defined in the Security Agreement. 

“Short-Form IP Security Agreements” means short-form copyright, patent or trademark (as the case may be) security
agreements entered into by one or more Obligors in favor of the Lenders, each in form and substance reasonably satisfactory to the Majority Lenders (and as amended, modified or replaced from time to time). 

  
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 “Solvent” means, with respect to any Person at any time, that
(a) the present fair saleable value of the Property of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value of the Property of such Person is not
less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person has not incurred and does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) such Person would not be unable to obtain a letter from its auditors that did not contain a going concern qualification. 

“Specified Equityholders” means WCAS Valeritas Holdings, LLC, WCAS XI Co-Investors, LLC, WCAS Capital Partners IV,
L.P., WCAS Management Corporation, their respective Affiliates and any other holders of the Borrower’s Series C Preferred Stock, as determined at the date of this Agreement. 

“Specified Licensing Arrangements” means any exclusive licensing arrangement (i) with respect to the sale of the
Product to end-users outside the United States only or (ii) with respect to any products developed, manufactured or sold that is not in connection with the treatment of diabetes. 

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Subject to Section 11.02, notwithstanding anything to the contrary contained herein, Valeritas Security shall not constitute a Subsidiary for the
purposes of Sections 8 (other than Section 8.12) or 9 herein unless Valeritas Security is a Subsidiary Guarantor; provided that for the avoidance of doubt, Valeritas Security shall only be required to be a Subsidiary Guarantor in
accordance with the provisions of Section 8.12. 
 “Subsidiary Guarantors” means each of the
Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto and each Subsidiary of the Borrower that becomes, or is required to become, a “Subsidiary Guarantor” after the date
hereof pursuant to Section 8.12(a) or (b). Notwithstanding anything to the contrary in any Loan Document, Valeritas Security shall only be required to become a Subsidiary Guarantor or grant a lien on any of its assets in favor of any
Lender to the extent required by Section 8.12. 
 “Taxes” means all present or future taxes, levies,
imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

  
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 “Technical Information” means all trade secrets and other proprietary or
confidential information, public information, non-proprietary know-how, any information of a scientific, technical, or business nature in any form or medium, standards and specifications, conceptions, ideas, innovations, discoveries, Invention
disclosures, all documented research, developmental, demonstration or engineering work and all other information, data, plans, specifications, reports, summaries, experimental data, manuals, models, samples, know-how, technical information, systems,
methodologies, computer programs, information technology and any other information. 
 “Title IV Plan” means an
employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate
thereof has ever made, or was obligated to make, contributions, and (ii) that is or was subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. 

“Trademarks” is defined in the Security Agreement. 

“Transactions” means the execution, delivery and performance by each Obligor of this Agreement and the other Loan
Documents to which such Obligor is intended to be a party and the Borrowing (and the use of the proceeds of the Loans). 
 “U.S.
Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code. 

“Valeritas Security” means Valeritas Security Corporation, a Delaware corporation. 

“Valeritas Security Side Letter” means the side letter dated as of the date hereof among the Borrower, Valeritas
Security and the Lenders. 
 “Warrant” means each warrant to purchase common stock of Borrower, issued by Borrower
to the Lenders in connection with the transactions contemplated by this Agreement, which warrants shall be issued by Borrower to the Lenders on a pro rata basis in accordance with the following: (i) as of the date determined pursuant to
Section 6.01(g)(iv), warrants shall be issued to the Lenders to purchase, in the aggregate, 2% of the Common Stock Outstanding as of the date determined pursuant to Section 6.01(g)(iv), regardless of whether the first
Borrowing occurs, (ii) with respect to the second Borrowing, if any, warrants shall be issued to the Lenders to purchase, in the aggregate, 1% of the Common Stock Outstanding as of the date of such second Borrowing and (iii) with respect
to third Borrowing, if any, warrants shall be issued to the Lenders to purchase, in the aggregate, 1% of the Common Stock Outstanding as of the date of such third Borrowing. 

“Warrant Obligations” means, with respect to any Obligor, all Obligations arising out of, under or in connection with,
any Warrant. 
 “Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any
ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA. 

  
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 1.02 Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto
shall, unless expressly otherwise provided herein, be made in accordance with GAAP. All components of financial calculations made to determine compliance with this Agreement, including Section 10, shall be adjusted to include or exclude,
as the case may be, without duplication, such components of such calculations attributable to any Acquisition consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith
by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations. 

1.03 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires,
(a) the terms defined in this Agreement include the plural as well as the singular and vice versa; (b) words importing gender include all genders; (c) any reference to a Section, Annex, Schedule or Exhibit refers to a Section of, or
Annex, Schedule or Exhibit to, this Agreement; (d) any reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and the words herein, hereof, hereto and hereunder and words of
similar import refer to this Agreement and its Annexes, Schedules and Exhibits as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision; (e) references to days, months and years refer to calendar days,
months and years, respectively; (f) all references herein to “include” or “including” shall be deemed to be followed by the words “without limitation”; (g) the word “from” when used in connection
with a period of time means “from and including” and the word “until” means “to but not including”; and (h) accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for
the term “property” , which shall be interpreted as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and permits and any right or interest in any property, except where
otherwise noted). Unless otherwise expressly provided herein, references to organizational documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, permitted by the Loan Documents. 
 1.04 Changes to GAAP. If, after the date hereof, any
change occurs in GAAP or in the application thereof and such change would cause any amount required to be determined for the purposes of the covenants to be maintained or calculated pursuant to Section 8, 9 or 10 to be materially
different than the amount that would be determined prior to such change, then: 
 (a) the Borrower will provide a detailed notice of
such change (an “Accounting Change Notice”) to the Lenders within 30 days of such change; 
 (b) either the
Borrower or the Majority Lenders may indicate within 90 days following the date of the Accounting Change Notice that they wish to revise the method of calculating such financial covenants or amend any such amount, in which case the parties will in
good faith attempt to agree upon a revised method for calculating the financial covenants; 
 (c) until the Borrower and the Majority
Lenders have reached agreement on such revisions, (i) such financial covenants or amounts will be determined without giving effect to such change and (ii) all financial statements, Compliance Certificates and similar documents provided
hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP; 

  
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 (d) if no party elects to revise the method of calculating the financial covenants or amounts,
then the financial covenants or amounts will not be revised and will be determined in accordance with GAAP without giving effect to such change; and 

(e) any Event of Default arising as a result of such change which is cured by operation of this Section 1.04 shall be deemed
to be of no effect ab initio. 
 SECTION 2 

THE COMMITMENT 
 2.01 Commitments.
Each Lender agrees severally, on and subject to the terms and conditions of this Agreement (including Section 6), to make three (3) term loans (provided that PIK Loans shall be deemed not to constitute “Loans” or
“term loans” for purposes of this Section 2.01) to the Borrower, each on a Business Day during the Commitment Period in Dollars in an aggregate principal amount for such Lender not to exceed such Lender’s Commitment;
provided, however, that at no time shall any Lender be obligated to make a Loan in excess of such Lender’s Proportionate Share of the amount by which the then effective Commitments exceeds the aggregate principal amount of Loans
outstanding at such time. Amounts of Loans repaid may not be reborrowed. 
 2.02 Borrowing Procedures. Subject to the terms and conditions of this
Agreement (including Section 6), each Borrowing (other than a Borrowing of PIK Loans) shall be made on written notice in the form of Exhibit B given by the Borrower to the Lenders not later than 11:00 a.m. (Central time) on the
date required under Section 6.01(i) or 6.02(d), as applicable (a “Notice of Borrowing”). 
 2.03 Fees. On
each Borrowing Date, the Borrower shall pay to each Lender a financing fee in an amount equal to 1.00% of the Loans advanced by such Lender on such Borrowing Date. Such financing fee, to be determined on a pro rata basis, will be deducted from the
Loan proceeds advanced by Lenders to the Borrower on the applicable Borrowing Date. 
 2.04 Notes. If requested by any Lender, the Loans of such
Lender shall be evidenced by one or more promissory notes (each a “Note”). The Borrower shall prepare, execute and deliver to the Lenders such promissory note(s) payable to the Lenders (or, if requested by the Lenders, to the
Lenders and their registered assigns) and in the form attached hereto as Exhibit C. Thereafter, the Loans and interest thereon shall at all times (including after assignment pursuant to Section 12.05) be represented by one or more
promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). 

2.05 Use of Proceeds. The Borrower shall use the proceeds of the Loans for general working capital and corporate purposes and to pay fees, costs and
expenses incurred in connection with the Transactions; provided that the Lenders shall have no responsibility as to the use of any proceeds of Loans in the amount made by PIOP. No portion of any proceeds of Loans in the amount made by PIOP
(i) will be used to acquire realty or to discharge an obligation relating to the prior acquisition of realty; (ii) will be used outside of the United States (except to pay for services to be rendered outside the United States and to
acquire from abroad inventory, material 

  
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and equipment or property rights for use or sale in the United States, unless prohibited by Part 107.720 of the United States Code of Federal Regulations); or (iii) will be used for any
purpose contrary to the public interest (including but not limited to activities which are in violation of law) or inconsistent with free competitive enterprise, in each case, within the meaning of Part 107.720 of Title 13 of the United States Code
of Federal Regulations. The Borrower will use the proceeds of the Loans in the amount made by PIOP for only those purposes specified in the SBA Form 1031 provided to the Lenders. 

2.06 Defaulting Lenders. 
 (a)
Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with
respect to this Agreement shall be restricted as set forth in Section 12.04. 
 (ii) Reallocation of Payments. Any payment
of principal, interest, fees or other amounts received by the Lenders for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise), shall be applied at such time or times as
follows: first, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; second, if so determined by the
Majority Lenders and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; third, to the payment of any amounts owing to the
Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default
exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which such
Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made at a time when the conditions set forth in Section 6 were satisfied or waived, such payment shall be applied solely to pay the Loans of all
non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender pursuant to this Section 2.06(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(b) Defaulting Lender Cure. If the Borrower and the Majority Lenders agree in writing in their sole discretion that a Defaulting
Lender should no longer be deemed to be a Defaulting Lender, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as necessary to cause the Loans to be held on a pro
rata basis by the Lenders in accordance with their Proportionate Share, whereupon that 

  
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Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while
that Lender was a Defaulting Lender; and provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of
any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 2.07 Substitution of Lenders. 

(a) Substitution Right. In the event that any Lender (an “Affected Lender”), (i) becomes a Defaulting
Lender or (ii) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Majority Lenders is obtained but that requires the consent of other Lenders (a “Non-Consenting
Lender”), either (x) the Borrower may pay in full such Affected Lender with respect to all Obligations owing to such Affected Lender (but excluding any Prepayment Premium) or (y) such Affected Lender may be substituted by any
willing Lender or Affiliate of any Lender or Eligible Transferee (in each case, a “Substitute Lender”); provided that any substitution of a Non-Consenting Lender shall occur only with the reasonable consent of Majority
Lenders. 
 (b) Procedure. To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender, the
Borrower shall deliver a notice to such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery by the Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of
(i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender (but excluding any Prepayment
Premium) and (ii) in the case of a substitution, an Assignment and Acceptance whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents. 

(c) Effectiveness. Upon satisfaction of the conditions set forth in Section 2.07(a) and (b), the Control Agent shall
record such substitution or payment in the Register, whereupon (i) in the case of any payment in full of an Affected Lender pursuant to Section 2.07(b)(i), such Affected Lender’s Commitments shall be terminated and (ii) in
the case of any substitution of an Affected Lender, (A) such Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents, except that
(1) the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Commitments and (2) a Non-Consenting Lender shall be permitted to retain any Warrants issued
to such Non-Consenting Lender, (B) such Substitute Lender shall become a “Lender” hereunder and (C) such Affected Lender shall execute and deliver an Assignment and Acceptance to evidence such substitution; provided,
however, that the failure of any Affected Lender to execute any such Assignment and Acceptance shall not render such sale and purchase (or the corresponding assignment) invalid. 

  
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 SECTION 3 

PAYMENTS OF PRINCIPAL AND INTEREST 

3.01 Repayment. 
 (a) Repayment.
During the Interest-Only Period, no payments of principal of the Loans shall be due. Borrower agrees to repay to the Lenders the outstanding principal amount of the Loans, on each Payment Date occurring after the Interest-Only Period, in equal
installments. The amounts of such installments shall be calculated by dividing (i) the sum of the aggregate principal amount of the Loans outstanding on the first day following the end of the Interest-Only Period, by (b) the number of
Payment Dates remaining on or prior to the Maturity Date. 
 (b) Application. Any optional or mandatory prepayment of the Loans shall
be applied to the installments thereof under Section 3.01(a) in the inverse order of maturity. To the extent not previously paid, the principal amount of the Loans, together with all other outstanding Obligations (other than Warrant
Obligations), shall be due and payable on the Maturity Date. 
 3.02 Interest. 

(a) Interest Generally. Subject to Section 3.02(d), Borrower agrees to pay to the Lenders interest on the unpaid principal
amount of the Loans and the amount of all other outstanding Obligations, in the case of the Loans, for the period from the applicable Borrowing Date, and in the case of any other Obligation, from the date such other Obligation is due and payable, in
each case, until paid in full, at a rate per annum equal to 11.00%. 
 (b) Default Interest. Notwithstanding the foregoing,
upon the occurrence and during the continuance of any Event of Default, the interest payable pursuant to Section 3.02(a) shall increase automatically by 4.00% per annum (such aggregate increased rate, the
“Post-Default Rate”). Notwithstanding any other provision herein (including Section 3.02(d)), if interest is required to be paid at the Post-Default Rate, it shall be paid entirely in cash. If any Obligation is
not paid when due under the applicable Loan Document, the amount thereof shall accrue interest at a rate equal to 4.00% per annum (without duplication of interest payable at the Post-Default Rate). 

(c) Interest Payment Dates. Accrued interest on the Loans shall be payable in arrears on the last day of each Interest Period in cash,
and upon the payment or prepayment thereof (on the principal amount so paid or prepaid); provided that interest payable at the Post-Default Rate shall be payable from time to time on demand. 

(d) Paid In-Kind Interest. Notwithstanding Section 3.02(a), at any time during the PIK Period, the Borrower may elect to pay
the interest on the outstanding principal amount of the Loans payable pursuant to Section 3.02 as follows: (i) only 7.50% of the 11.00% per annum interest in cash and (ii) 3.50% of the 11.00% per annum
interest as compounded interest, added to the aggregate principal amount of the Loans on the last day of each Interest Period (the amount of any such compounded interest being a “PIK Loan”). Each PIK Loan shall be evidenced
by a Note delivered pursuant to Section 2.04 for the applicable Borrowing in respect 
 thereof. The principal amount of each PIK Loan shall
accrue interest in accordance with the provisions of this Agreement applicable to the Loans. 

  
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 3.03 Prepayments. 

(a) Optional Prepayments. The Borrower shall have the right optionally to prepay the outstanding principal amount of the Loans in whole
or in part on any Payment Date (a “Redemption Date”) for an amount equal to the aggregate principal amount of the Loans being prepaid plus the Prepayment Premium plus any accrued but unpaid interest and any fees which are due
and owing (such aggregate amount, the “Redemption Price”). 
 (i) Subject to Section 2.07 and
10.01(b)(ii), if the Redemption Date occurs: 
 (A) on or prior to the fourth Payment Date, the Prepayment Premium shall be an
amount equal to 5.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; 
 (B) after
the fourth Payment Date, and on or prior to the eighth Payment Date, the Prepayment Premium shall be an amount equal to 4.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; 

(C) after the eighth Payment Date, and on or prior to the twelfth Payment Date, the Prepayment Premium shall be an amount equal to 3.00%
of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; 
 (D) after the twelfth Payment
Date, and on or prior to the sixteenth Payment Date, the Prepayment Premium shall be an amount equal to 2.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; 

(E) after the sixteenth Payment Date, and on or prior to the twentieth Payment Date, the Prepayment Premium shall be an amount equal to
1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; and 
 (F) after the twentieth
Payment Date, the Prepayment Premium shall be an amount equal to 0.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date. 

(ii) To determine the aggregate outstanding principal amount of the Loans, and how many Payment Dates have occurred, as of any Redemption Date
for purposes of Section 3.03(a)(i): 
 (A) if, as of such Redemption Date, the Borrower shall have made only one Borrowing, the
number of Payment Dates shall be deemed to be the number of Payment Dates that shall have occurred following the first Borrowing Date; 

  
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 (B) if, as of such Redemption Date, the Borrower shall have made two Borrowings, then the
Redemption Price shall be calculated as the sum of two amounts: (x) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the initial Borrowing (and PIK Loans
subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the first Borrowing Date, and (y) a Redemption Price
calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the second Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of
Payment Dates equals the number of Payment Dates that shall have occurred following the second Borrowing Date. In the case of any partial prepayment, the amount of such prepayment shall be allocated first to Loans drawn in the initial Borrowing (and
PIK Loans in respect thereof), and then to Loans drawn in the second Borrowing (and PIK Loans in respect thereof); and 
 (C) if, as of
such Redemption Date, the Borrower shall have made three Borrowings, then the Redemption Price shall be calculated as the sum of three amounts: (x) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the
Loans that have been borrowed in the initial Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred
following the first Borrowing Date, (y) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the second Borrowing (and PIK Loans subsequently borrowed in respect of
interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the second Borrowing Date, and (z) a Redemption Price calculated based on solely the aggregate
outstanding principal amount of the Loans that have been borrowed in the third Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment
Dates that shall have occurred following the third Borrowing Date. In the case of any partial prepayment, the amount of such prepayment shall be allocated first to Loans drawn in the initial Borrowing (and PIK Loans in respect thereof), then to
Loans drawn in the second Borrowing (and PIK Loans in respect thereof), and then to Loans drawn in the third Borrowing (and PIK Loans in respect thereof). 

(iii) On or prior to the Redemption Date, the Lenders may notify Borrower of a reduction in the amounts due under
Section 3.03(a)(i) with respect to any portion of the Loans held by any entity licensed by the SBA as an SBIC. 
 (b)
Mandatory Prepayments. 
 (i) Asset Sales. In the event of any contemplated Asset Sale not permitted under
Section 9.09, the Borrower shall provide 10 days’ prior written notice of such Asset Sale to the Lenders and, if within such notice period Majority Lenders advise the Borrower that a prepayment is required pursuant to this
Section 3.03(b)(i), the Borrower shall: (x) if the assets sold represent substantially all of the assets or revenues of the Borrower, or represent any specific line of business which either on its own or together with other lines of
business sold over the term of this Agreement account for Revenue generated by such lines of business exceeding 10% of the Revenue of the Borrower in the immediately preceding year (in each case, other than with respect to Asset Sales in connection
with or pursuant to Specified Licensing Arrangements), 

  
 27 








 
prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Asset Sale in accordance with Section 3.03(a),
and (y) in the case of all other Asset Sales (including, without limitation, all Asset Sales in connection with or pursuant to Specified Licensing Arrangements) not permitted by Section 9.09 and not described in the foregoing
clause (x), prepay the Loans in an amount equal to the lesser of (a) the outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Asset Sale in accordance with
Section 3.03(a) and (b) the entire amount of the Asset Sale Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees which are due and owing, credited in the following order: 

(A) first, in reduction of the Borrower’s obligation to pay any unpaid interest and any fees which are due and owing; 

(B) second, in reduction of the Borrower’s obligation to pay any Claims or Losses referred to in Section 12.03; 

(C) third, in reduction of the Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount of
the Loans; 
 (D) fourth, in reduction of any other Obligation; and 

(E) fifth, to the Borrower or such other Persons as may lawfully be entitled to or directed by the Borrower to receive the remainder.

 (ii) Change of Control. In the event of a Change of Control, the Borrower shall immediately provide notice of such Change of
Control to the Lenders and, if within 10 days of receipt of such notice Majority Lenders notify the Borrower in writing that a prepayment is required pursuant to this Section 3.03(b)(ii), the Borrower shall prepay the aggregate
outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Change of Control in accordance with Section 3.03(a). 

SECTION 4 
 PAYMENTS,
ETC. 
 4.01 Payments. 
 (a)
Payments Generally. Each payment of principal, interest and other amounts to be made by the Obligors under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set off or
counterclaim, to an account to be designated by the Majority Lenders by notice to the Borrower, not later than 4:00 p.m. (Central time) on the date on which such payment shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). 
 (b) Application of Payments. Each Obligor shall, at the time of
making each payment under this Agreement or any other Loan Document, specify to the Lenders the amounts payable by such Obligor hereunder to which such payment is to be applied (and in the event that Obligors fail to so specify, or if an Event of
Default has occurred and is continuing, the Lenders may apply such payment in the manner they determine to be appropriate). 

  
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 (c) Non-Business Days. If the due date of any payment under this Agreement (other than of
principal of or interest on the Loans) would otherwise fall on a day that is not a Business Day, such date shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. 
 4.02 Computations. All computations of interest and fees hereunder shall be computed on the basis of a year of
360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable. 
 4.03 Notices.
Each notice of optional prepayment shall be effective only if received by the Lenders not later than 4:00 p.m. (Central time) on the date one Business Day prior to the date of prepayment. Each notice of optional prepayment shall specify the amount
to be prepaid and the date of prepayment. 
 4.04 Set-Off. 

(a) Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates
are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time
owing by the Lenders or such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations (other than Warrant Obligations), whether or not the Lenders shall have made any demand and although such obligations
may be unmatured. The Lenders agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and
their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have. 

(b) Exercise of Rights Not Required. Nothing contained herein shall require the Lenders to exercise any such right or shall affect the
right of the Lenders to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of Borrower. 

SECTION 5 
 YIELD
PROTECTION, ETC. 
 5.01 Additional Costs. 

(a) Change in Requirements of Law Generally. If, on or after the date hereof, the adoption of any Requirement of Law, or any change in
any Requirement of Law, or any change in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or its lending office)
with any request or directive (whether or not having the force of law) of 

  
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any such Governmental Authority, shall impose, modify or deem applicable any reserve (including any such requirement imposed by the Board of Governors of the Federal Reserve System), special
deposit, contribution, insurance assessment or similar requirement, in each case that becomes effective after the date hereof, against assets of, deposits with or for the account of, or credit extended by, a Lender (or its lending office) or shall
impose on a Lender (or its lending office) any other condition affecting the Loans or the Commitment, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining the Loans, or to reduce the amount of any
sum received or receivable by such Lender under this Agreement or any other Loan Document, by an amount deemed by such Lender to be material (other than (i) Indemnified Taxes and (ii) Taxes described in clause (c) or
(d) of the definition of “Excluded Taxes”), then the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. 

(b) Change in Capital Requirements. If a Lender shall have determined that, on or after the date hereof, the adoption of any Requirement
of Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such Governmental Authority, in each case that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on capital of a Lender (or its
parent) as a consequence of a Lender’s obligations hereunder or the Loans to a level below that which a Lender (or its parent) could have achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be
material, then the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. 

(c) Notification by Lender. The Lenders will promptly notify the Borrower of any event of which it has knowledge, occurring after the
date hereof, which will entitle a Lender to compensation pursuant to this Section 5.01. Before giving any such notice pursuant to this Section 5.01(c) such Lender shall designate a different lending office if such designation
(x) will, in the reasonable judgment of such Lender, avoid the need for, or reduce the amount of, such compensation and (y) will not, in the reasonable judgment of such Lender, be materially disadvantageous to such Lender. A certificate of
the Lender claiming compensation under this Section 5.01, setting forth the additional amount or amounts to be paid to it hereunder, shall be conclusive and binding on the Borrower in the absence of manifest error. 

(d) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to constitute a change in Requirements of Law for all purposes of this
Section 5, regardless of the date enacted, adopted or issued. 
 5.02 Reserved. 

  
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 5.03 Illegality. Notwithstanding any other provision of this Agreement, in the event that on or after the
date hereof the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any competent Governmental Authority shall make it unlawful for a Lender or its lending office to make or maintain the Loans (and,
in the opinion of such Lender, the designation of a different lending office would either not avoid such unlawfulness or would be disadvantageous to such Lender), then such Lender shall promptly notify the Borrower thereof following which
(a) the Lender’s Commitment shall be suspended until such time as such Lender may again make and maintain the Loans hereunder and (b) if such Requirement of Law shall so mandate, the Loans shall be prepaid by the Borrower on or before
such date as shall be mandated by such Requirement of Law in an amount equal to the Redemption Price applicable on the date of such prepayment in accordance with Section 3.03(a). 

5.04 Reserved. 
 5.05 Taxes. 

(a) Payments Free of Taxes. Any and all payments by or on account of any Obligation shall be made without deduction or withholding for
any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent,
then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an
Indemnified Tax, then the sum payable by the Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this
Section 5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with
applicable law, or at the option of each Lender, timely reimburse it for, Other Taxes. 
 (c) Evidence of Payments. As soon as
practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 5, the Borrower shall deliver to each Lender the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment. 
 (d) Indemnification. The Borrower shall reimburse and indemnify each Recipient, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5) payable or paid by such Recipient or required to be withheld or
deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the Borrower by a Lender shall be conclusive absent manifest error. 

  
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 (e) Status of Lenders. 

(i) Any Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document
shall timely deliver to the Borrower such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that, other than
in the case of U.S. Federal withholding Taxes, such Lender has received written notice from the Borrower advising it of the availability of such exemption or reduction and containing all applicable documentation. In addition, any Lender shall
deliver such other documentation prescribed by applicable law as reasonably requested by the Borrower as will enable the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.05(e)(ii)(A), (B) or (D)) shall not
be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

 (ii) Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person: 

(A) any Lender that is a U.S. Person shall deliver to the Borrower on or prior to the date on which such Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed originals of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), whichever of the following is applicable: 

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits”
or “other income” article of such tax treaty; 
 (2) executed originals of IRS Form W-8ECI (or successor form); 

  
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 (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN (or successor form); or 
 (4) to the extent a Foreign
Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS Form W-8ECI (or successor form), IRS Form W-8BEN (or successor form), a U.S. Tax Compliance Certificate, IRS Form W-9 (or successor
form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed originals of any other form prescribed
by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the
withholding or deduction required to be made; and 
 (D) any Foreign Lender shall deliver to the Borrower any forms and information
necessary to establish that the Foreign Lender is not subject to withholding tax under FATCA. 
 Each Lender agrees that if any form or certification it
previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower in writing of its legal inability to do so. 

(f) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 5 (including by the payment of additional amounts pursuant to this Section 5), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 5.05(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 5.05(f) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the indemnification 

  
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payments or additional amounts giving rise to such refund had never been paid. This Section 5.05(f) shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 
 (g)
Mitigation Obligations. If the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this
Section 5.05, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and
obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to
Section 5.01 or this Section 5.05, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation. 

SECTION 6 
 CONDITIONS
PRECEDENT 
 6.01 Conditions to Initial Borrowing. The obligation of each Lender to make a Loan as part of the first Borrowing hereunder shall not
become effective until the following conditions precedent shall have been satisfied or waived in writing by the Majority Lenders: 

(a) Borrowing Date. Such Borrowing shall be made not later than August 22, 2013. 

(b) Amount of Initial Borrowing. The amount of such Borrowing shall equal $50,000,000 (prior to the application of the financing fee
under Section 2.03). 
 (c) No Other Secured Debt. On the date of the initial Borrowing, no Obligor shall have any secured
Indebtedness outstanding or available to be drawn, other than under this Agreement and under any Permitted Indebtedness that is secured by Permitted Liens. 

(d) No Law Restraining Transactions. No applicable law or regulation shall restrain, prevent or, in the reasonable judgment of the
Lenders, impose materially adverse conditions upon the Transactions. 
 (e) Payment of Fees. Lenders shall be satisfied with the
arrangements to deduct the fees set forth herein from the proceeds advanced. 
 (f) Updated Lien Searches. Lenders shall be reasonably
satisfied with updated Lien searches provided by the Borrower or its counsel to the Lenders within two Business Days prior to the date of the first Borrowing. 

(g) Documentary Deliveries. The Lenders shall have received the following documents, each of which shall be in form and substance
reasonably satisfactory to the Lenders: 

  
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 (i) Agreement. This Agreement duly executed and delivered by the Borrower and each of the
other parties hereto. 
 (ii) Security Documents. 

(A) The Security Agreement, duly executed and delivered by each of the Obligors; 

(B) Each of the Short-Form IP Security Agreements, duly executed and delivered by the applicable Obligor; 

(C) UCC-1 financing statements against each Obligor in its jurisdiction of formation or incorporation, as the case may be, shall have
been filed; 
 (D) Each of the Short-Form IP Security Agreements in the United States Patent and Trademark Office or the United States
Copyright Office, as applicable, shall have been filed; 
 (E) duly executed control agreements in favor of the Lenders for all Deposit
Accounts, Securities Accounts and Commodity Accounts owned by the Obligors in the United States as of the date hereof, in each case, other than Excluded Accounts; and 

(F) Without limitation, all other documents and instruments reasonably required to perfect the Lenders’ Lien on, and security
interest in, the Collateral (including any capital stock certificates and undated stock powers executed in blank) shall have been duly executed and delivered and be in proper form for filing, and shall create in favor of the Lenders, a perfected
Lien on, and security interest in, the Collateral, subject to no Liens other than Permitted Liens. 
 (iii) Subordination Agreement.
Each holder of Permitted Shareholder Debt shall have executed and delivered to the Lenders a subordination agreement, in substantially the form attached hereto as Exhibit H, satisfactory to the Lenders. 

(iv) Warrants. The Warrants related to the first Borrowing for such number of shares of common stock of Borrower as indicated on
Schedule 1 hereto, duly executed and delivered by the Borrower on the date that is the earlier of (A) June 20, 2013, and (B) the date of the first Borrowing; for the avoidance of doubt, Borrower shall deliver such Warrants to
the Lenders regardless of whether the first Borrowing occurs. 
 (v) Notes. Any Notes requested in accordance with
Section 2.04. 
 (vi) Approvals. Certified copies of all material licenses, consents, authorizations and approvals
of, and notices to and filings and registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals, necessary in connection with the making and performance by the Obligors of
the Loan Documents and the Transactions. 

  
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 (vii) Corporate Documents. Certified copies of the constitutive documents of each Obligor
(if publicly available in such Obligor’s jurisdiction of formation) and of resolutions of the Board of Directors (or shareholders, if applicable) of each Obligor authorizing the making and performance by it of the Loan Documents to which it is
a party. 
 (viii) Incumbency Certificate. A certificate of each Obligor as to the authority, incumbency and specimen signatures of
the persons who have executed the Loan Documents and any other documents in connection herewith on behalf of the Obligors. 
 (ix)
Officer’s Certificate. A certificate, dated the date of such Borrowing and signed by the President, a Vice President or a financial officer of Borrower, confirming compliance with the conditions set forth in Section 6.03. 

(x) Opinions of Counsel. (A) A favorable opinion, dated the date of such Borrowing, of counsel to each Obligor in substantially
the form attached hereto as Exhibit F, reasonably satisfactory to the Lenders and their counsel and (B) to the extent not covered by the opinion described in clause (A) above, a favorable opinion on perfection of any Deposit
Accounts, Securities Accounts, and Commodity Accounts subject to the control agreements described in Section 6.01(g)(ii)(E) , reasonably satisfactory to the Lenders and their counsel. 

(xi) Insurance. Certificates of insurance evidencing the existence of all insurance required to be maintained by the Borrower pursuant
to Section 8.05 and the designation of the Lenders as the loss payees or additional named insured, as the case may be, thereunder. 

(xii) SBA Forms. Completed SBA Forms 480, 652, and 1031 (Parts A and B). 

(xiii) Stock Certificate and Stock Power. All original stock certificates of stock evidencing the Borrower’s ownership
interest in Valeritas Security, accompanied by stock powers undated and endorsed in blank, as well as original stock certificates of Valeritas Security’s class B common stock issued to the Lenders. 

(xiv) Valeritas Security Side Letter. The Valeritas Security Side Letter, duly executed and delivered by the Borrower and
Valeritas Security and each of the other parties thereto. 
 (h) Valeritas Security Organizational Documents. Lenders shall have
received an amended and restated certificate of incorporation of Valeritas Security to provide that until the Commitments have expired or been terminated and all Obligations (other than the Warrant Obligations) have been paid in full in cash
(a) Valeritas Security may only engage in any activity or purpose prohibited by Section 1 of the Valeritas Security Side Letter with the consent of the Lenders and (b) the Lenders shall have received shares of voting capital stock in
Valeritas Security such that the holders of such shares shall have a consent right to any amendments to the amended and restated certificate of incorporation of Valeritas Security that has the effect of allowing Valeritas Security to engage in any
activity or purpose prohibited by Section 1 of the Valeritas Security Side Letter. 

  
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 (i) Notice of Borrowing. Capital Royalty Partners II L.P. shall have received a Notice of
Borrowing at least twelve (12) Business Days prior to the first Borrowing Date. 
 6.02 Conditions to Subsequent Borrowings. The obligation of
each Lender to make a Loan as part of a Borrowing subsequent to the first Borrowing (other than any Borrowing of PIK Loans) is subject to the following conditions precedent: 

(a) Borrowing Date. Such Borrowing shall be made (i) in the case of the second Borrowing, not later than June 27, 2014
and (ii) in the case of the third Borrowing, not later than December 29, 2014. 
 (b) Amount of Subsequent Borrowing. The
amount of the second and third Borrowing shall not exceed $25,000,000 in each case. 
 (c) Milestones. In the case of (i) the
second Borrowing, (A) the Borrower shall have received trailing Revenue from the sale of the Product of at least $6 million over the course of three consecutive months, and (B) the condition described in the foregoing clause
(A) shall have been satisfied not later than March 31, 2014, and (ii) the third Borrowing, (A) the Borrower shall have received trailing Revenue from the sale of the Product of at least $15 million over the course of three
consecutive months and (B) the condition described in the foregoing clause (A) shall have been satisfied not later than September 30, 2014. 

(d) Notice of Borrowing. Capital Royalty Partners II L.P. shall have received a Notice of Borrowing (i) in the case of the second
Borrowing, no later than (A) ninety (90) calendar days following the first date on which the conditions set forth in Section 6.02(c)(i) are satisfied, and (B) twenty (20) Business Days prior to the second Borrowing
Date, and (ii) in the case of the third Borrowing, no later than (A) ninety (90) calendar days following the first date on which the conditions set forth in Section 6.02(c)(ii) are satisfied, and (B) twenty
(20) Business Days prior to the third Borrowing Date. 
 (e) Three Borrowings. After giving effect to such Borrowing, no more
than three Borrowings shall have been made; provided that, for purposes of this Section 6.02(c), “Borrowing” shall not be deemed to include any borrowing of PIK Loans. 

(f) Warrants. The Warrants related to such subsequent Borrowing for such number of shares of common stock of Borrower as indicated on
Schedule 1 hereto, duly executed and delivered by the Borrower on the date of such subsequent Borrowing. 
 6.03 Conditions to Each Borrowing.
The obligation of each Lender to make a Loan as part of any Borrowing (other than with respect to a Borrowing of PIK Loans) hereunder is also subject to satisfaction of the following further conditions precedent on the applicable Borrowing Date:

 (a) Commitment Period. Such Borrowing Date shall occur during the Commitment Period. 

  
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 (b) No Default; Representations and Warranties. Both immediately prior to the making of
such Loan and after giving effect thereto and to the intended use thereof: 
 (i) no Default shall have occurred and be continuing; and

 (ii) the representations and warranties made by the Borrower in Section 7 shall be true on and as of the Borrowing Date
and immediately after giving effect to the application of the proceeds of the Borrowing with the same force and effect as if made on and as of such date, except that (i) the representation regarding representations and warranties that refer to
a specific earlier date shall be true on such earlier date and (ii) with respect to each Borrowing made following the initial Borrowing Date, such representation regarding representations and warranties shall only be required to be true in all
material respects on and as of the applicable Borrowing Date (except to the extent that such representation or warranty contains any materiality or Material Adverse Effect qualifier). 

(c) Financing Fee. Except in the case of any PIK Loan, each Lender shall have received its portion of the fees payable pursuant to
Section 2.03. 
 Each Borrowing shall constitute a certification by the Borrower to the effect that the conditions set forth in
this Section 6.03 have been fulfilled as of the applicable Borrowing Date. 
 SECTION 7 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Lenders that: 

7.01 Power and Authority. Each of the Borrower and its Subsidiaries (a) is a duly organized and validly existing under the laws of its
jurisdiction of organization, (b) has all requisite corporate or other power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed
to be conducted except to the extent that failure to have the same would not reasonably be expected to have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where failure so to qualify could (either individually or in the aggregate) have a Material Adverse Effect, and (d) has full power, authority and legal right to make and perform
each of the Loan Documents to which it is a party and, in the case of the Borrower, to borrow the Loans hereunder. 
 7.02 Authorization;
Enforceability. The Transactions are within each Obligor’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered
by each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by such Obligor will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in
accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the
application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

  
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 7.03 Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent
or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in
respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and its Subsidiaries or any order of any Governmental
Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, violate or result in a default under any indenture,
material agreement or other material instrument binding upon Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created
pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Borrower and its Subsidiaries. 
 7.04
Financial Statements; Material Adverse Change. 
 (a) Financial Statements. The Borrower has heretofore furnished to the Lenders
certain financial statements as provided for in Section 8.01. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of
such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements previously-delivered statements of the type described in Section 8.01(b). Neither
the Borrower nor any of its Subsidiaries has any material contingent liabilities or unusual forward or long-term commitments not disclosed in the aforementioned financial statements that are required to be disclosed therein under GAAP. 

(b) No Material Adverse Change. Since December 31, 2012, there has been no Material Adverse Change. 

7.05 Properties. 
 (a) Property
Generally. Each Obligor has good and marketable fee simple title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Permitted Liens and except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. 

(b) Intellectual Property. The Obligors represent and warrant to the Lenders as of the date hereof as follows, and the Obligors
acknowledge that the Lenders are relying on such representations and warranties in entering into this Agreement: 
 (i) Schedule
7.05(b) contains: 

  
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 (A) a complete and accurate list of all applied for or registered Patents, including the
jurisdiction and patent number; 
 (B) a complete and accurate list of all applied for or registered Trademarks, including the
jurisdiction, trademark application or registration number and the application or registration date; and 
 (C) a complete and accurate
list of all applied for or registered Copyrights; 
 (ii) Each Obligor is the absolute beneficial owner of all right, title and interest
in and to Material Intellectual Property listed on Schedule 7.05(c) as owned by such Obligor with good and marketable title, free and clear of any Liens of any kind whatsoever other than Permitted Liens. Without limiting the foregoing, and
except as set forth in Schedule 7.05(b): 
 (A) other than with respect to the Material Agreements, or as permitted by
Section 9.09 below, the Obligors have not transferred ownership of Material Intellectual Property listed on Schedule 7.05(c) as owned by such Obligors, in whole or in part, to any other Person who is not an Obligor; 

(B) other than (i) the Material Agreements, (ii) customary restrictions in in-bound licenses of Intellectual Property and
non-disclosure agreements, or (iii) as would have been or is permitted by Section 9.09 below, there are no judgments, covenants not to sue, permits, grants, licenses, Liens (other than Permitted Liens), or other agreements or
arrangements relating to Borrower’s Material Intellectual Property, including any development, submission, services, research, license or support agreements, which bind, obligate or otherwise restrict the Obligors in any manner that would
reasonably be expected to have a Material Adverse Effect; 
 (C) the use of any of the Obligor Intellectual Property in the business of
the Borrower as currently conducted or as currently contemplated to be conducted, to the Borrower’s Knowledge, does not breach, violate, infringe or interfere with or constitute a misappropriation of any valid rights arising under any
Intellectual Property of any other Person; 
 (D) except as listed on Schedule 7.05(b), there are no pending or, to
Borrower’s Knowledge, threatened in writing Claims against the Obligors asserted by any other Person relating to the Obligor Intellectual Property owned by or exclusively licensed to Obligors, including any Claims of adverse ownership,
invalidity, infringement, misappropriation, violation or other opposition to or conflict with such Intellectual Property, except as would not reasonably be expected to have a Material Adverse Effect; the Obligors have not received any written notice
from any Person that the Borrower’s business, the use of the Obligor Intellectual Property in the business of the Borrower as currently conducted, or the manufacture, use or sale of any product or the performance of any service by the Borrower
infringes upon, violates or constitutes a misappropriation of, or may infringe upon, violate or constitute a misappropriation of, or otherwise interfere with, any other Intellectual Property of any other Person; 

  
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 (E) except as listed on Schedule 7.05(b), the Obligors have no Knowledge that the Obligor
Intellectual Property owned by or exclusively licensed to Obligors is being infringed, violated, misappropriated or otherwise used by any other Person without the express authorization of the Obligors. Without limiting the foregoing, the Obligors
have not put any other Person on notice of actual or potential infringement, violation or misappropriation of any of the Material Intellectual Property owned by or exclusively licensed to Obligors; the Obligors have not initiated the enforcement of
any Claim with respect to any of the Obligor Intellectual Property owned by or exclusively licensed to Obligors; 
 (F) all relevant
current and former employees and contractors of Borrower have executed written confidentiality and invention assignment Contracts with Borrower that irrevocably assign to Borrower or its designee all of their rights to any Inventions relating to
Borrower’s business that are conceived or reduced to practice by such employees within the scope of their employment or by such contractors within the scope of their contractual relationship with Borrower, to the extent permitted by applicable
law; 
 (G) to the Knowledge of the Obligors, the Obligor Intellectual Property is all the valid Intellectual Property necessary for
the operation of the Borrower’s business as it is currently conducted or as currently contemplated to be conducted, except for such Intellectual Property the absence of which would not reasonably be expected to have a Material Adverse Effect;

 (H) the Obligors have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its Material
Intellectual Property consisting of trade secrets and confidential information, except as would not reasonably be expected to have a Material Adverse Effect. 

(I) each Obligor has delivered to the Lenders accurate and complete copies of all Material Agreements relating to the Obligor Intellectual
Property; 
 (J) there are no pending or, to the Knowledge of any of the Obligors, threatened in writing Claims against the Obligors
asserted by any other Person relating to the Material Agreements, including any Claims of breach or default under such Material Agreements, except as would not reasonably be expected to have a Material Adverse Effect; 

(iii) With respect to the Material Intellectual Property owned by or for which prosecution is controlled by Obligors consisting of
Patents, except as set forth in Schedule 7.05(b), and without limiting the representations and warranties in Section 7.05(b)(ii): 

(A) each of the issued claims in such Patents, to Borrower’s Knowledge, is valid and enforceable; 

(B) the inventors claimed in such Patents have executed written Contracts with the Borrower or its predecessor-in-interest that properly
and irrevocably assigns to Borrower or predecessor-in-interest all of their rights to any of the Inventions claimed in such Patents to the extent permitted by applicable law; 

  
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 (C) none of the Patents, or the Inventions claimed in them, have been dedicated to the public
except as a result of intentional decisions made by the applicable Obligor; 
 (D) to Borrower’s Knowledge, all prior art material
to such Patents was disclosed to or considered by the respective patent offices during prosecution of such Patents to the extent required by applicable law or regulation; 

(E) subsequent to the issuance of such Patents, neither the Borrower nor any Subsidiary Guarantors or their predecessors in interest,
have filed any disclaimer or filed any other voluntary reduction in the scope of the Inventions claimed in such Patents; 
 (F) no
allowable or allowed subject matter of such Patents, to Borrower’s Knowledge, is subject to any competing conception claims of allowable or allowed subject matter of any patent applications or patents of any third party and have not been the
subject of any interference, re-examination or opposition proceedings, nor are the Obligors aware of any basis for any such interference, re-examination or opposition proceedings; 

(G) no such Patents, to Borrower’s Knowledge, have ever been finally adjudicated to be invalid, unpatentable or unenforceable for
any reason in any administrative, arbitration, judicial or other proceeding, and, with the exception of publicly available documents in the applicable Patent Office recorded with respect to any Patents, the Obligors have not received any written
notice asserting that such Patents are invalid, unpatentable or unenforceable; if any of such Patents is terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are
included in the Collateral; 
 (H) the Obligors have not received an opinion, whether preliminary in nature or qualified in any manner,
which concludes that a challenge to the validity or enforceability of any of such Patents is more likely than not to succeed; 

(I) the Obligors have no Knowledge that they or any prior owner of such Patents or their respective agents or representatives have
engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate or render unpatentable or unenforceable any such Patents; and 

(J) all maintenance fees, annuities, and the like due or payable on the Patents have been timely paid or the failure to so pay was the
result of an intentional decision by the applicable Obligor or would not reasonably be expected to result in a Material Adverse Change. 

(c) Material Intellectual Property. Schedule 7.05(c) contains an accurate list of the Obligor Intellectual Property that is
material to the Borrower’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property. 

  
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 7.06 No Actions or Proceedings. 

(a) Litigation. There is no litigation, investigation or proceeding pending or, to the Borrower’s Knowledge, threatened with
respect to the Borrower and its Subsidiaries by or before any Governmental Authority or arbitrator (i) that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect, except as specified in
Schedule 7.06 or (ii) that involves this Agreement or the Transactions. 
 (b) Environmental Matters. The operations and
Property of Borrower and its Subsidiaries comply with all applicable Environmental Laws, except to the extent the failure to so comply (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect. 

(c) Labor Matters. The Borrower has not engaged in unfair labor practices and there are no material labor actions or disputes, pending
or ongoing, involving the employees of the Borrower that would reasonably be expected to have a Material Adverse Effect. 
 7.07 Compliance with Laws and
Agreements. Each of the Obligors is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except
where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. 

7.08 Taxes. Each of the Obligors has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused
to be paid all taxes required to have been paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which such Obligor has set aside on its books adequate reserves with respect thereto in accordance with
GAAP and in each case, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 7.09 Full Disclosure.
The Borrower has disclosed to the Lenders all Material Agreements to which any Obligor is subject, and all other matters to their Knowledge, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
None of the reports, financial statements, certificates or other information furnished by or on behalf of the Obligors to the Lenders in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or
thereunder, in each case, taken as a whole (as modified or supplemented by other information so furnished) contains any material misstatement of material fact or, to the Borrower’s Knowledge, omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other forward looking information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time, and it being understood that such projected financial information and forward looking information are not to be viewed as facts, that actual results
during the period or periods covered thereby may materially differ from the projected results. 

  
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 7.10 Regulation. 

(a) Investment Company Act. Neither Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940. 
 (b) Margin Stock. Neither Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans will be used to buy or
carry any Margin Stock in violation of Regulation T, U or X. 
 7.11 Solvency. Borrower is and, immediately after giving effect to the Borrowing and
the use of proceeds thereof will be, Solvent. 
 7.12 Subsidiaries. Schedule 7.12 is a complete and correct list of all Subsidiaries of the
Borrower as of the date hereof, each such Subsidiary is duly organized and validly existing under the jurisdiction of its organization shown in said Schedule 7.12, and the percentage ownership by Borrower of each such Subsidiary is as shown
in said Schedule 7.12. 
 7.13 Indebtedness and Liens. Schedule 7.13(a) is a complete and correct list of all Material Indebtedness of
each Obligor outstanding as of the date hereof. Schedule 7.13(b) is a complete and correct list of all Liens granted by the Borrower and other Obligors to secure the payment or performance of Material Indebtedness with respect to their
respective Property and outstanding as of the date hereof. 
 7.14 Material Agreements. Schedule 7.14 is a complete and correct list of
(i) each Material Agreement existing on the date hereof and (ii) each agreement creating or evidencing any Material Indebtedness. No Obligor is in material default under any such Material Agreement or agreement creating or evidencing any
Material Indebtedness. Except as otherwise disclosed on Schedule 7.14, all material vendor purchase agreements and provider contracts of the Obligors are in full force and effect without material modification from the form in which the same
were disclosed to the Lenders. 
 7.15 Restrictive Agreements. None of the Obligors is subject to any indenture, agreement, instrument or other
arrangement of the type described in Section 9.11, except for any indenture, agreement, instrument or other arrangement described on Schedule 7.15 or otherwise permitted under Section 9.11 (each, a
“Permitted Restrictive Agreement”). 
 7.16 Real Property. 

(a) Generally. Neither Borrower nor any of its Subsidiaries owns or leases (as tenant thereof) any real property, except as described on
Schedule 7.16.  
 (b) Borrower Lease. 

(i) Borrower has delivered a true, accurate and complete copy of the Borrower Lease to Lenders. 

  
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 (ii) The Borrower Lease is in full force and effect and no default has occurred under the
Borrower Lease that would reasonably be expected to have a Material Adverse Effect and, to the Knowledge of Borrower, there is no existing condition which, but for the passage of time or the giving of notice, would reasonably be expected to result
in a default under the terms of the Borrower Lease that would reasonably be expected to have a Material Adverse Effect. 
 (iii) Borrower is
the tenant under the Borrower Lease and has not transferred, sold, assigned, conveyed, disposed of, mortgaged, pledged, hypothecated, or encumbered any of its interest in, the Borrower Lease except for Permitted Liens. 

7.17 Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies,
(a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other
Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law and
(y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation
involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA
Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target
attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and to the Borrower’s Knowledge, no facts or circumstances exist that could reasonably be expected to cause the funding target attainment percentage to
fall below 60%. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete
withdrawal from any Multiemployer Plan on the date this representation is made. 
 7.18 Collateral; Security Interest. Each Security Document is
effective to create in favor of the Lenders a legal, valid and enforceable security interest in the Collateral subject thereto and each such security interest will be perfected to the extent required by (and has the priority required by) the
applicable Security Document subject to the taking of the actions described in such Security Documents. The Security Documents collectively are effective to create in favor of the Lenders a legal, valid and enforceable security interest in all of
the Borrower’s and the Subsidiary Guarantors’ assets, which security interests are first-priority except for Permitted Senior Liens. 
 7.19
Regulatory Approvals. Except as listed on Schedule 7.19, Borrower and its Subsidiaries hold, and will continue to hold, either directly or through licensees and agents, all material Regulatory Approvals, licenses, permits and similar
governmental authorizations of a Governmental Authority necessary or required for Borrower and its Subsidiaries to conduct their operations and business in the manner currently conducted. 

  
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 7.20 Small Business Concern. The Borrower’s primary business activity does not involve, directly or
indirectly, making loans to others, the purchase or discounting of debt obligations, factoring or long term leasing of equipment with no provision for maintenance or repair, and the Borrower is not classified under Major Group 65 (Real Estate) or
Industry No. 1531 (Operative Builders) of the SIC Manual. Borrower acknowledges that it has been advised that PIOP is a Small Business Investment Company and licensee under the SBIC Act. The information regarding Borrower and its affiliates set
forth in the SBA Form 480, Form 652, and Form 1031 is accurate and complete. The Borrower acknowledges that the Lenders are relying on the representations and warranties made by the Borrower to the SBA in the SBA Form 480 provided to the Lenders.

 7.21 Update of Schedules. Schedules 7.05(b) (in respect of the lists of Patents, Copyrights and Trademarks under
Section 7.05(b)(i) only), 7.05(c), 7.06, 7.12, 7.13(a) and (b), 7.14, 7.16, 7.17 and 7.19 may be updated by Borrower prior to each Borrowing Date to insure the continued accuracy of such
Schedule as of such Borrowing Date, by Borrower providing to the Lenders, in writing (including via electronic means), a revised version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule
shall be effective immediately upon the receipt thereof by the Lenders. Lenders and Borrower agree to update Schedule 1 prior to the second Borrowing and the third Borrowing to adjust the number of Warrants (in accordance with the definition
thereof) to be issued at such Borrowing, which calculation shall take into account the Common Stock Outstanding as determined at such time. 

SECTION 8 
 AFFIRMATIVE
COVENANTS 
 Each Obligor covenants and agrees with the Lenders that, until the Commitments have expired or been terminated and all
Obligations (other than the Warrant Obligations) have been paid in full indefeasibly in cash: 
 8.01 Financial Statements and Other Information. The
Borrower will furnish to the Lenders: 
 (a) as soon as available and in any event within 45 days after the end of the first three fiscal
quarters of each fiscal year (or 60 days, in the case of the fourth fiscal quarter), the consolidated balance sheets of the Obligors as of the end of such quarter, and the related consolidated statements of income, shareholders’ equity and cash
flows of Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail, together with a certificate of a Responsible
Officer of Borrower stating that such financial statements fairly present the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and
have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; 

(b) as soon as available and in any event within 120 days after the end of each fiscal year, the consolidated balance sheets of Borrower
and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of 

  
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 Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in
reasonable detail, accompanied by a report and opinion thereon of KPMG LLP or another firm of independent certified public accountants of recognized national standing acceptable to the Lenders, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit; 

(c) together with the financial statements required pursuant to Sections 8.01(a) and (b), a compliance certificate of a
Responsible Officer as of the end of the applicable accounting period (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of
Exhibit E (a “Compliance Certificate”), which Compliance Certificate shall include details of any issues that are material that are raised by auditors and evidence reasonably satisfactory to the Majority Lenders of
compliance with Section 10; 
 (d) (i) promptly upon receipt thereof copies of all letters of representation signed by
an Obligor to its auditors and (ii) copies of all auditor reports delivered for each fiscal year delivered no more frequently than annually; 

(e) as soon as available but in any event within 45 days following the end of each fiscal year, a consolidated financial forecast for
Borrower and its Subsidiaries for the following five fiscal years, including forecasted consolidated balance sheets, consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries; (f) promptly
after the same are released, copies of all press releases; 
 (g) promptly, and in any event within five Business Days after receipt
thereof by an Obligor thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other operational results of such Obligor except where such investigation, possible investigation or inquiry would not reasonably be expected to have a Material Adverse Effect; and

 (h) the information regarding insurance maintained by Borrower and its Subsidiaries as required under Section 8.05. 

8.02 Notices of Material Events. The Borrower will furnish to the Lenders written notice of the following promptly after a Responsible Officer first
learns of the existence of: 
 (a) the occurrence of any Default; 

(b) notice of the occurrence of any event with respect to its property or assets resulting in a Loss aggregating $500,000 (or the
Equivalent Amount in other currencies) or more; 
 (c) except where a Material Adverse Effect would not reasonably be expected to result
in connection therewith, (A) any proposed acquisition of stock, assets or property by any 

  
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 Obligor that would reasonably be expected to result in environmental liability under Environmental Laws, and
(B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, and (2) all actions, suits, claims, notices of
violation, hearings, investigations or proceedings pending, or to the best of Borrower’s Knowledge, threatened against or affecting Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their
respective businesses, operations or properties, relating to Environmental Laws or Hazardous Material; 
 (d) the assertion of any
environmental matter by any Person against, or with respect to the activities of, Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations which would
reasonably be expected to have a Material Adverse Effect; 
 (e) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting Borrower or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect, including, in any event, any filing or commencement of any action, suit
or proceeding by or before any arbitrator or Governmental Authority against or affecting Borrower or any of its Affiliates; 

(f) except where a Material Adverse Effect would not reasonably be expected to result in connection therewith, (i) on or prior to any
filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know
that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver
request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto; 

(g) (i) the termination of any Material Agreement; (ii) the receipt by Borrower or any of its Subsidiaries of any material
notice under any Material Agreement; (iii) the entering into of any new Material Agreement by an Obligor; or (iv) any material amendment to a Material Agreement; 

(h) the reports and notices as required by the Security Documents; 

(i) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to
Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors; 

(j) promptly after the occurrence thereof, notice of any labor controversy resulting in or threatening to result in any strike, work
stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor; 

  
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 (k) a licensing agreement or arrangement entered into by Borrower or any Subsidiary in connection
with any infringement or alleged infringement of the Intellectual Property of another Person; 
 (l) any other development that results
in, or would reasonably be expected to result in, a Material Adverse Effect; 
 (m) concurrently with the delivery of financial
statements under Section 8.01(b), the creation or other acquisition of any Intellectual Property by Borrower or any Subsidiary after the date hereof and during such prior fiscal year which is registered or becomes registered or the
subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable; or 

(n) such other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors
(including with respect to the Collateral) as the Majority Lenders may from time to time reasonably request. 
 Each notice delivered under
this Section 8.02 shall be accompanied by a statement of a financial officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken
with respect thereto. 
 8.03 Existence; Conduct of Business. Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and except where failure would not reasonably be expected to have a Material Adverse Effect, the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 9.03 or Section 9.09. Without obtaining the
prior written approval of PIOP, Borrower will not change within one (1) year after the first Borrowing Date, Borrower’s business activity to a business activity to which a licensee under the SBIC Act is prohibited from providing funds by
the SBIC Act, as more specifically set forth under Part 107.720 of Title 13 of the United States Code of Federal Regulations. If Borrower’s business activity changes to such a prohibited business activity or the proceeds are used for ineligible
business activities, Borrower will use all commercially reasonable efforts and cooperate in good faith to assist PIOP to sell or transfer its Proportionate Share of the Loans in a commercially reasonable manner; provided that in no way shall
this be considered PIOP’s sole remedy if Borrower’s business activity changes to such a prohibited business activity. 
 8.04 Payment of
Obligations. Borrower will, and will cause each of its Subsidiaries to, pay its material obligations, as and when due and payable after giving effect to any grace periods applicable thereto, but subject to any subordination provisions contained
in any instrument or agreement evidencing such obligations, including (i) all material taxes, fees, assessments and governmental charges or levies imposed upon it or upon its properties or assets prior to the date on which penalties attach
thereto, all lawful claims for labor, materials and supplies which, if unpaid, would by law become a Lien upon any properties or assets of Borrower or any Subsidiary not constituting a Permitted Lien, except to the extent such material taxes, fees,
assessments or governmental charges or levies, or such claims are being contested in good faith 

  
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by appropriate proceedings and are adequately reserved against in accordance with GAAP and (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property not
constituting a Permitted Lien. Borrower will, and will cause each of its Subsidiaries discharge all Indebtedness other than Permitted Indebtedness. 

8.05 Insurance. Borrower will, and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurance companies, insurance
in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Upon the request of the Majority Lenders, Borrower shall furnish the Lenders from
time to time with full information as to the insurance carried by it and, if so requested, copies of all such insurance policies. Borrower also shall furnish to the Lenders from time to time upon the request of the Majority Lenders a certificate
from the Borrower’s insurance broker or other insurance specialist stating that all premiums then due on the policies relating to insurance on the Collateral have been paid, that such policies are in full force and effect and that such
insurance coverage and such policies comply with all the requirements of this Section 8.05. The Borrower shall use commercially reasonable efforts to ensure, or cause others to ensure, that all insurance policies required under this
Section 8.05 shall provide that they shall not be terminated or cancelled nor shall any such policy be materially changed in a manner adverse to the Borrower without at least 30 days’ prior written notice to the Borrower and the
Lenders. Receipt of notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder shall entitle the Lenders to renew any such policies, cause the coverages and amounts thereof to be maintained
at levels required pursuant to the first sentence of this Section 8.05 or otherwise to obtain similar insurance in place of such policies, in each case at the expense of the Borrower. 

8.06 Books and Records; Inspection Rights. Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Lender, upon reasonable
prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times (but not more
often than once a year unless an Event of Default has occurred and is continuing); provided that such representative shall use its commercially reasonable efforts to minimize disruptions to the business and affairs of the Borrower as a result
of any such visit, inspection, examination or discussion. 
 8.07 Compliance with Laws and Other Obligations. Borrower will, and will cause each of
its Subsidiaries to, (i) comply in all material respects with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and (ii) comply in all material respects
with all terms of Indebtedness and all other Material Agreements, except, in each case, where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

  
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 8.08 Maintenance of Properties, Etc. 

(a) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, Borrower shall, and shall cause each
of its Subsidiaries to, maintain and 
 preserve all of its properties necessary or useful in the proper conduct of its business in good working order and
condition in accordance with the general practice of other Persons of similar character and size, ordinary wear and tear and damage from casualty or condemnation excepted. 

(b) Without limiting the generality of clause (a) above, Borrower shall comply with each of the following covenants with respect to the
Borrower Lease: 
 (i) Borrower shall diligently perform and timely observe all of the terms, covenants and conditions of the Borrower
Lease on the part of Borrower to be performed and observed prior to the expiration of any applicable grace period therein provided and do everything necessary to preserve and to keep unimpaired and in full force and effect the Borrower Lease except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 (ii) Borrower shall promptly notify Lenders
of the giving of any written notice by Borrower Landlord to Borrower of any default by Borrower thereunder that would allow the Borrower Landlord to terminate the Borrower Lease, and promptly deliver to Lenders a true copy of each such notice. If
Borrower shall be in default under the Borrower Lease that would allow the Borrower Landlord to terminate the Borrower Lease, to the extent the Borrower fails to do so within thirty (30) days, following written notice to the Borrower, Lenders
shall have the right (but not the obligation) to cause the default or defaults under the Borrower Lease to be remedied and otherwise exercise any and all rights of Borrower under the Borrower Lease, as may be necessary to prevent or cure any default
and Lenders shall have the right to enter all or any portion of the Property, at such times and in such manner as Lenders reasonably deem necessary, to prevent or to cure any such default. Without limiting the foregoing, to the extent Lenders desire
to cure such default or defaults as provided above, Borrower shall promptly execute, acknowledge and deliver to Lenders such instruments as may reasonably be required of Borrower to permit Lenders to cure any default under the Borrower Lease or
permit Lenders to take such other action required to enable Lenders to cure or remedy the matter in default and preserve the security interest of Lenders under the Loan Documents with respect to the Borrower Facility. 

(iii) Borrower shall use commercially reasonable efforts to enforce, in a commercially reasonable manner, each covenant or obligation of the
Borrower Landlord in the Borrower Lease in accordance with its terms. Subject to the terms and requirements of the Borrower Lease, within sixty (60) days after receipt of written request by Lenders, Borrower shall use commercially reasonable
efforts to obtain from the Borrower Landlord under the Borrower Lease and furnish to Lenders an estoppel certificate from Borrower Landlord stating the date through which rent has been paid and whether or not, to Borrower Landlord’s knowledge,
there are any defaults thereunder and specifying the nature of such claimed defaults, if any, and such other matters as Lenders may reasonably request or in the form required pursuant to the terms of the Borrower Lease. Borrower shall furnish to
Lenders all information that Lenders may reasonably request from time to time in the possession of Borrower (or reasonably available to Borrower) concerning the Borrower Lease and Borrower’s compliance with the Borrower Lease. 

  
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 (iv) Borrower, promptly upon obtaining Knowledge that Borrower Landlord has failed to perform the
material terms and provisions under the Borrower Lease and immediately upon learning of a rejection or disaffirmance or purported rejection or disaffirmance of the Borrower Lease pursuant to any state or federal bankruptcy law, shall notify Lenders
thereof. Borrower shall promptly notify Lenders of any request to which it has Knowledge that any party to the Borrower Lease makes for arbitration or other dispute resolution procedure pursuant to the Borrower Lease and of the institution of any
such arbitration or dispute resolution. Borrower hereby authorizes Lenders to attend any such arbitration or dispute, and upon the occurrence and during the continuance of an Event of Default participate in any such arbitration or dispute resolution
but such participation shall not be to the exclusion of Borrower; provided, however, that, in any case, Borrower shall consult with Lenders with respect to the matters related thereto. Borrower shall promptly deliver to Lenders a copy
of the determination of each such arbitration or dispute resolution mechanism. 
 (v) Borrower shall promptly, after obtaining Knowledge of
such filing notify Lenders orally of any filing by or against Borrower Landlord under the Borrower Lease of a petition under the Bankruptcy Code or other applicable law. Borrower shall thereafter promptly give written notice of such filing to
Lenders, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lenders any and all notices, summonses,
pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. 

8.09 Licenses. Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, authorizations, consents, filings,
exemptions, registrations and other Governmental Approvals necessary in connection with the execution, delivery and performance of the Loan Documents, the consummation of the Transactions or the operation and conduct of its business and ownership of
its properties, except where failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 8.10 Action under Environmental
Laws. Except where failure to do so would not reasonably be expected to have a Material Adverse Effect, Borrower shall, and shall cause each of its Subsidiaries to, upon becoming aware of the presence of any Hazardous Materials or the existence
of any environmental liability under applicable Environmental Laws with respect to their respective businesses, operations or properties, take all actions, at their cost and expense, as shall be necessary or advisable to investigate and clean up the
condition of their respective businesses, operations or properties, including all required removal, containment and remedial actions, and restore their respective businesses, operations or properties to a condition in compliance with applicable
Environmental Laws. 
 8.11 Use of Proceeds. The proceeds of the Loans will be used only as provided in Section 2.05. No part of the
proceeds of the Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X. 

  
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 8.12 Certain Obligations Respecting Subsidiaries; Further Assurances. 

(a) Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such
action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under
Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any
of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will: 

(i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security
Agreement, pursuant to a Guarantee Assumption Agreement; 
 (ii) take such action or cause such Subsidiary to take such action
(including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under
Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; 

(iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding
issued shares of such Subsidiary; and 
 (iv) deliver such proof of corporate action, incumbency of officers and other documents (other
than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested. 

(b) Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the
aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a
consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set
forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth
in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, grant a lien on any of its assets in favor of the Lenders, or shall have its Equity
Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its
Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such
Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations. 

  
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 (c) Further Assurances. Borrower will, and will cause each of its Subsidiaries (other than
Valeritas Security unless it is a Subsidiary Guarantor) to, take such action from time to time as shall reasonably be requested by the Majority Lenders to effectuate the purposes and objectives of this Agreement. 

Without limiting the generality of the foregoing, the Borrower will, and will cause each Person that is required to be a Subsidiary Guarantor
to, take such action from time to time (including executing and delivering such assignments, security agreements, control agreements and other instruments) as shall be reasonably requested by the Majority Lenders to create, in favor of the Lenders,
perfected security interests and Liens in substantially all of the personal property of such Obligor as collateral security for the Obligations; provided that any such security interest or Lien shall be subject to the relevant limitations and
terms contained in the Security Documents, Section 7.18 and Section 8.15. 
 Notwithstanding anything to the contrary
contained in any Loan Document, unless an Event of Default shall have occurred and the Majority Lenders shall have elected to exercise such remedies described in clause (iii) of Section 11.02, Valeritas Security shall not be
required to become a Subsidiary Guarantor or grant a lien on any of its assets in favor of the Lenders to the extent that becoming a Subsidiary Guarantor or granting a lien on any of its assets in favor of the Lenders would result in adverse tax
consequences for Valeritas Security, including as a result of Valeritas Security’s failure to qualify as a Massachusetts security corporation under Mass. Gen. L. c. 63, §38B. 

8.13 Termination of Non-Permitted Liens. In the event that Borrower or any of its Subsidiaries shall become aware or be notified by the Lenders of the
existence of any outstanding Lien against any Property of Borrower or any of its Subsidiaries, which Lien is not a Permitted Lien, the Borrower shall use its best efforts to promptly terminate or cause the termination of such Lien. 

8.14 Intellectual Property. 
 (a)
Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, the Lenders are not assuming any liability or obligation of the Borrower, the Subsidiary Guarantors or their Subsidiaries of whatever nature, whether
presently in existence or arising or asserted hereafter, except to the extent required under applicable law in connection with any Intellectual Property license agreement of the Borrower, the Subsidiary Guarantors or their Subsidiaries in the event
that the Lenders foreclose on such Collateral. All such liabilities and obligations shall be retained by and remain obligations and liabilities of the Obligors, the Subsidiary Guarantors and/or their Affiliates as the case may be, except to the
extent required under applicable law in connection with any Intellectual Property license agreement of the Borrower, the Subsidiary Guarantors or their Affiliates in the event that the Lenders foreclose on such Collateral. Without limiting the
foregoing, the Lenders are not assuming and shall not be responsible for any liabilities or Claims of the Borrower, the Subsidiary Guarantors or their 

  
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 Affiliates, whether present or future, absolute or contingent and whether or not relating to the Obligors, the
Obligor Intellectual Property, and/or the Material Agreements, and the Borrower shall indemnify and save harmless the Lenders from and against all such liabilities, Claims and Liens, except to the extent required under applicable law in connection
with any Intellectual Property license agreement of the Borrower, the Subsidiary Guarantors or their Affiliates in the event that the Lenders foreclose on such Collateral. Without limiting the foregoing, this Agreement shall not constitute an
agreement to assign any Contracts of, or Obligor Intellectual Property to, the Lenders, except to the extent required under applicable law in connection with any Intellectual Property license agreement of the Borrower, the Subsidiary Guarantors or
their Affiliates in the event that the Lenders foreclose on such Collateral. 
 (b) In the event that the Obligors acquire Obligor
Intellectual Property during the term of this Agreement, then the provisions of this Agreement shall automatically apply thereto and any such Obligor Intellectual Property shall automatically constitute part of the Collateral hereunder, without
further action by any party, in each case from and after the date of such acquisition (except that any representations or warranties of any Obligor shall apply to any such Obligor Intellectual Property only from and after the date, if any,
subsequent to such acquisition that such representations and warranties are brought down or made anew as provided herein). 
 (c) Borrower
shall use commercially reasonable efforts to execute and deliver to the Lenders such duly executed Intellectual Property security agreements, following the Majority Lenders’ request therefor, with respect to foreign Intellectual Property, and
take such other action as the Lenders may reasonably request to duly record or otherwise perfect the security interest created thereunder in that portion of the Collateral consisting of Intellectual Property located outside the United States. 

8.15 Post-Closing Items. 
 (a) Borrower
shall, with respect to the location leased by the Borrower pursuant to the Borrower Lease, use commercially reasonable efforts to deliver to the Lenders the Landlord Consent from the Borrower Landlord for such property, in form and substance
reasonably satisfactory to the Lenders. Borrower shall not keep any Collateral with a fair market value in excess of $1,000,000 in the aggregate in any location (other than the location subject to the Borrower Lease) not subject to a Real Property
Security Document. 
 8.16 Real Property Security Documents. Borrower shall promptly from time to time upon the request of the Majority Lenders, use
commercially reasonable efforts to, subject to the receipt of any necessary landlord consents, execute and deliver such Real Property Security Documents with respect to each real Property owned or leased (as tenant) by Borrower and Subsidiary
Guarantors in the United States. 
 SECTION 9 

NEGATIVE COVENANTS 
 Each
Obligor covenants and agrees with the Lenders that, until the Commitments have expired or been terminated and all Obligations (other than the Warrant Obligations) have been paid in full indefeasibly in cash: 

  
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 9.01 Indebtedness. Borrower will not, and will not permit any of its Subsidiaries to, create, incur,
assume or permit to exist any Indebtedness, whether directly or indirectly, except: 
 (a) the Obligations; 

(b) Indebtedness existing on the date hereof and set forth on Schedule 7.13(a) and Permitted Refinancings thereof; 

(c) Permitted Priority Debt; 

(d) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of
money) incurred in the ordinary course of Borrower’s or its Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in
accordance with GAAP; 
 (e) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection
by Borrower or any Subsidiary Guarantor in the ordinary course of business; 
 (f) Indebtedness (i) of Borrower to any Subsidiary
Guarantor, (ii) of any Subsidiary Guarantor to Borrower or any other Subsidiary Guarantor, and (iii) of any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; 

(g) Guarantees by Borrower of Indebtedness of any Subsidiary Guarantor and by any Subsidiary Guarantor of Indebtedness of Borrower or any
other Subsidiary Guarantor, in each case, to the extent such Indebtedness is permitted by this Section 9.01; 
 (h) normal
course of business equipment financing; provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the
aggregate outstanding principal amount of such Indebtedness, when added to the aggregate principal amount of the outstanding Indebtedness permitted in reliance on Section 9.01(g), does not exceed $1,000,000 (or the Equivalent Amount in
other currencies) at any time; 
 (i) Permitted Subordinated Debt; 

(j) Permitted Shareholder Debt in an aggregate outstanding principal amount not to exceed $37,500,000 (plus interest paid-in-kind thereon)
at any time; 
 (k) outstanding letters of credit, performance bonds, bank guarantees and banker’s acceptances in an aggregate
outstanding amount (i) not to exceed $5,000,000 at any time on or prior to the date on which the Borrower achieves trailing Revenue from the sale of the Product of at least $6 million over the course of three consecutive months, and
(ii) not to exceed $10,000,000 at any time after such date described in clause (i); 
 (l) Indebtedness approved in advance
in writing by the Majority Lenders; 

  
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 (m) other Indebtedness in an aggregate outstanding amount not to exceed $500,000 at any time;

 (n) Investments permitted by Section 9.05; and 

(o) any and all premiums, interest, fees, expenses, charges and additional or contingent interest on obligations described in the
foregoing clauses in this Section 9.01. 
 9.02 Liens. Borrower will not, and will not permit any of its Subsidiaries to, create, incur,
assume or permit to exist any Lien on any property or asset now owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: 

(a) Liens securing the Obligations; 

(b) any Lien on any property or asset of Borrower or any of its Subsidiaries existing on the date hereof and set forth in Schedule
7.13(b); provided that (i) the scope of the collateral to which such Lien applies shall not be expanded and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof; 
 (c) Liens described in the definition of
“Permitted Priority Debt”; 
 (d) Liens securing Indebtedness permitted under Section 9.01(b); 

(e) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the
collateral described in Section 9.01(h); 
 (f) Liens imposed by law which were incurred in the ordinary course of business,
including (but not limited to) carriers’, shippers’, landlords’, warehousemen’s, materialmen’s, and mechanics’ liens and other similar liens arising in the ordinary course of business and which (x) do not in the
aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; 

(g) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or
other similar social security legislation; 
 (h) deposits to secure the performance of bids, trade contracts, governmental contracts
and leases, surety, stay, customs, bid and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(i) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good
faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; 

  
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 (j) servitudes, easements, rights of way, restrictions and other similar encumbrances on real
Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which
do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; 

(k) with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real
Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation,
access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and (C), are not material, and which do not in any case materially detract from the value of the property subject thereto
or interfere with the ordinary conduct of the business of any of the Obligors; 
 (l) Bankers’ liens, rights of setoff and similar
Liens incurred on deposits made in the ordinary course of business; 
 (m) with respect to Patents, Trademarks, Copyrights or other
Intellectual Property, licenses and sublicenses permitted by Section 9.09; 
 (n) earnest money deposits in connection with
Permitted Acquisitions permitted by Section 9.03; 
 (o) Liens arising from precautionary UCC financing statement filings
regarding leases and consignment arrangements entered into in the ordinary course of business; 
 (p) (i) that certain certificate
of deposit in an aggregate amount not to exceed $50,000 plus all interest accruing thereon maintained with Bank of America, N.A. (and any successor certificate of deposit or account) to secure the Borrower’s obligations to customs authorities
and (ii) that certificate of deposit in an aggregate amount not to exceed $500,000 plus all interest accruing thereon maintained with American Express TRS (and any successor certificate of deposit or account) to secure obligations in connection
with the corporate charge card program maintained with American Express; and 
 (q) Cash deposits in segregated Deposit Accounts to
secure Indebtedness permitted by Section 9.01(k) in an aggregate amount not to exceed 105% of the aggregate outstanding amount of such Indebtedness, provided that, subject to Section 3.02(d) of the Security Agreement, no
creditor other than the issuing bank of such Indebtedness shall have a Lien on such segregated Deposit Accounts. 
 provided that, no Lien otherwise
permitted under any of the foregoing Sections 9.02(b) through (p) (other than clauses (i) and (m)) shall apply to any Material Intellectual Property. 

  
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 9.03 Fundamental Changes and Acquisitions. Borrower will not, and will not permit any of its Subsidiaries
to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or
substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: 

(a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; 

(b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; 

(c) (i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon
voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or
otherwise) to another Subsidiary that is not an Obligor; and 
 (d) the capital stock of any Subsidiary Guarantor may be sold,
transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and 
 (e) Borrower and its Subsidiaries may make
Permitted Acquisitions, not to exceed $5,000,000 in the aggregate. 
 9.04 Lines of Business. Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than the business engaged in on the date hereof by Borrower or any Subsidiary or a business reasonably related thereto. 

9.05 Investments. Borrower will not, and will not permit any of its Subsidiaries to, make, directly or indirectly, or permit to remain outstanding any
Investments except: 
 (a) Investments outstanding on the date hereof and identified in Schedule 9.05; 

(b) operating deposit accounts with banks; 

(c) extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the
ordinary course of business; 
 (d) Permitted Cash Equivalent Investments; 

(e) Investments by Borrower and the Subsidiary Guarantors in Borrower’s wholly-owned Subsidiary Guarantors (for greater certainty,
Borrower shall not be permitted to have any direct or indirect Subsidiaries that are not wholly-owned Subsidiaries); 
 (f) Bona fide
Hedging Agreements and hedging arrangements entered into in the ordinary course of Borrower’s financial planning solely to hedge currency risks (and not for speculative purposes); 

  
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 (g) security deposits with utilities and other like Persons made in the ordinary course of
business; 
 (h) employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with
respect thereto (if permitted by applicable law) which in the aggregate shall not exceed $1,000,000 outstanding at any time (or the Equivalent Amount in other currencies); 

(i) Investments received in connection with any Insolvency Proceedings in respect of any customers, suppliers or clients and in settlement
of delinquent obligations of, and other disputes with, customers, suppliers or clients; 
 (j) Permitted Indebtedness; 

(k) Investments permitted pursuant to Section 9.03; and 

(l) Investments by Borrower in Valeritas Security, unless an Event of Default shall have occurred and be continuing. 

9.06 Restricted Payments. Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except: 
 (a) any Obligor may declare and pay dividends or other distributions with respect to its
Equity Interests payable solely in Equity Interests that are not Disqualified Securities; 
 (b) Borrower may purchase, redeem, retire,
or otherwise acquire shares of its capital stock or other Equity Interests with the proceeds received from a substantially concurrent issue of new shares of its capital stock or other Equity Interests; 

(c) for the payment of dividends by any Subsidiary to Borrower or to any Subsidiary Guarantor; 

(d) the Borrower may make Restricted Payments to purchase, redeem or otherwise acquire Equity Interests of Borrower held by officers,
directors and employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Borrower so long as no Default or Event of Default shall have occurred and be continuing or would result
therefrom, during any fiscal year, in an amount, when combined with repurchases of Equity Interests permitted under Section 9.06(e), not to exceed $1,000,000; 

(e) repurchases of Equity Interests deemed to occur upon “cashless” exercise of stock options or warrants if such Equity
Interests represent a portion of the exercise price of such options or warrants plus any amount necessary to pay taxes due and payable in connection therewith, during any fiscal year, in an amount, when combined with purchases, redemptions or
acquisitions of Equity Interests permitted under Section 9.06(d), not to exceed $1,000,000; 
 (f) transactions which are
stock for stock exchanges and other like non-cash transactions which constitute merger consideration in connection with mergers permitted under Section 9.03; and 

  
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 (g) to the extent constituting a Restricted Payment, the payment of management, advisory,
consulting or similar fees to WCAS Management Corporation and its Affiliates, during any fiscal year, in an amount not to exceed $500,000. 
 9.07
Payments of Indebtedness. Borrower will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) the Obligations and (ii) subject to any applicable terms of subordination,
other Permitted Indebtedness; provided that Borrower will not, and will not permit any of its Subsidiaries to acquire, repurchase, buy out, retire or prepay in whole or in part any of its outstanding Permitted Subordinated Debt. 

9.08 Change in Fiscal Year. The Borrower will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in
effect on the date hereof, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its fiscal year to the Borrower’s. 

9.09 Sales of Assets, Issuances of Equity, Etc. Unless the Borrower simultaneously makes the prepayment required under Section 3.03(b)(i),
the Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock
of Subsidiaries) to any Person in one transaction or series of transactions, or issue any additional Equity Interests to Persons who are not holders of Equity Interests in such Person on the date hereof (any thereof, an “Asset
Sale”), except for any of the following: 
 (a) transfers of cash in the ordinary course of its business for equivalent
value; 
 (b) sales of inventory in the ordinary course of its business on ordinary business terms; 

(c) development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents,
Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and
provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; 
 (d) transfers of
Property by (i) any Obligor to any other Obligor and (ii) any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; 

(e) dispositions of any Property that is damaged, obsolete or worn out or no longer used or useful in the Business; 

(f) issuances of Equity Interests in Borrower; 

(g) those transactions permitted by Section 9.03 and 9.06 and Asset Sales consisting of leases and licenses permitted
by Section 9.02; 
 (h) the unwinding of any Hedging Agreement permitted by Section 9.05 pursuant to its terms;


  
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 (i) other Asset Sales with a fair market value not in excess of $500,000 in the aggregate; and

 (j) Investments by Borrower in Valeritas Security, unless an Event of Default shall have occurred and be continuing. 

Lenders acknowledge and agree that the carveout in Section 9.09(e) permits Borrower to make decisions in the ordinary course of
business regarding the registration of any of its Intellectual Property, including without limitation, any decisions regarding application, prosecution, abandonment, or cancellation of any such Intellectual Property, without the consent of any
Lender. 
 9.10 Transactions with Affiliates. Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise
transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates (other than Valeritas Security), except for any of the following: 

(a) transactions between or among Obligors; 

(b) any Investment permitted by Section 9.05; 

(c) any Restricted Payment permitted by Section 9.06; 

(d) any Asset Sale permitted by Section 9.09; 

(e) customary compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Borrower
or any Subsidiary in the ordinary course of business; 
 (f) Borrower may issue debt to Affiliates in exchange for cash, provided
that the terms thereof are no less favorable (including the amount of cash received by Borrower) to Borrower than those that would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of Borrower; 

(g) issuances of Equity Interests in Borrower; and 

(h) operating leases permitted under Section 9.13(b)(ii). 

9.11 Restrictive Agreements. Except for Permitted Restrictive Agreements and the agreements governing Permitted Priority Debt, Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to
Borrower or any other Subsidiary or to Guarantee Indebtedness of Borrower or any other Subsidiary; provided that: 

  
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 (i) the foregoing shall not apply to (x) restrictions and conditions imposed by law or by
this Agreement and (y) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale
is permitted hereunder; and 
 (ii) the foregoing clause (a) shall not apply to (x) restrictions or conditions imposed
by any agreement relating to secured Permitted Indebtedness if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (y) customary provisions in leases, in-bound licenses of Intellectual Property
and other contracts restricting the assignment thereof. 
 9.12 Amendments to Material Agreements. Borrower will not, and will not permit any of its
Subsidiaries to, enter into any amendment to or modification of any Material Agreement or terminate any Material Agreement (unless replaced with another agreement that, viewed as a whole, is on better terms for Borrower or such Subsidiary or unless
such amendment or modification would not be materially adverse to the Lenders) without in each case the prior written consent of the Lender (which consent shall not be unreasonably withheld or delayed). 

9.13 Preservation of Borrower Lease; Operating Leases. 

(a) Notwithstanding any provision of this Agreement to the contrary, Borrower shall not: 

(i) Surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend, the
Borrower Lease, nor transfer, sell, assign, convey, dispose of, mortgage, pledge, hypothecate, assign or encumber any of its interest in, the Borrower Lease; 

(ii) Consent to, cause, agree to, or permit to occur any subordination, or consent to the subordination of, the Borrower Lease to any
mortgage, deed of trust or other lien encumbering (or that may in the future encumber) the interest of Borrower Landlord in the Borrower Facility; 

(iii) Waive, excuse, condone or in any way release or discharge Borrower Landlord of or from its material obligations, covenants and/or
conditions under the Borrower Lease; or 
 (iv) Elect to treat the Borrower Lease as terminated or rejected under subsection 365 of the
Bankruptcy Code or other applicable Law. Any such election made without Majority Lenders’ prior written consent shall be void. If, pursuant to subsection 365 of the Bankruptcy Code or other applicable law, Borrower seeks to offset, against the
rent reserved in the Borrower Lease, the amount of any damages caused by the nonperformance by Borrower Landlord of any of its obligations thereunder after the rejection by Borrower Landlord of the Borrower Lease under the Bankruptcy Code or other
applicable Law, then Borrower shall not effect any offset of any amounts objected to by Lenders. 

  
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 (b) Borrower will not, and will not permit any of its Subsidiaries to, make any expenditures in
respect of operating leases, except for: 
 (i) real estate operating leases; 

(ii) operating leases between any Obligor and any of its wholly-owned Subsidiaries or between any of the Obligor’s wholly-owned
Subsidiaries; 
 (iii) to the extent constituting operating leases, leases in respect of computer and information technology equipment
that are now or may hereafter used by the Obligors and their sales representatives in the ordinary course of business; provided that the aggregate payments made by Borrower and its Subsidiaries in connection with such leases shall not exceed
$2,000,000 (or the Equivalent Amount in other currencies) in any fiscal year and the value of the leased equipment shall not exceed an average of $10,000 per sales representatives using such equipment on an aggregated basis; and 

(iv) operating leases that would not cause Borrower and its Subsidiaries, on a consolidated basis, to make payments exceeding $2,000,000
(or the Equivalent Amount in other currencies) in any fiscal year. 
 9.14 Sales and Leasebacks. Except as disclosed on Schedule 9.14,
Borrower will not, and will not permit any of its Subsidiaries to, become liable, directly or indirectly, with respect to any lease, whether an operating lease or a Capital Lease Obligation, of any property (whether real, personal, or mixed),
whether now owned or hereafter acquired, (i) which Borrower or such Subsidiary has sold or transferred or is to sell or transfer to any other Person and (ii) which Borrower or such Subsidiary intends to use for substantially the same
purposes as property which has been or is to be sold or transferred. 
 9.15 Hazardous Material. Borrower will not, and will not permit any of its
Subsidiaries to, use, generate, manufacture, install, treat, release, store or dispose of any Hazardous Material, except in compliance with all applicable Environmental Laws or where the failure to comply would not reasonably be expected to result
in a Material Adverse Change. 
 9.16 Accounting Changes. Borrower will not, and will not permit any of its Subsidiaries to, make any significant
change in accounting treatment or reporting practices, except as required or permitted by GAAP. 
 9.17 Compliance with ERISA. No ERISA Affiliate
shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event that would, in the aggregate, have a Material Adverse Effect.
No Obligor or Subsidiary thereof shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan. 

9.18 Investment Company Act. Borrower will, and will cause each of its Subsidiaries, not to engage in any activities that will result in Borrower or
such Subsidiary becoming an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 

  
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 SECTION 10 

FINANCIAL COVENANTS 
 10.01 Minimum
Revenue. (a) Borrower and its Subsidiaries shall have Revenue: 
 (i) during the twelve month period beginning on January 1,
2013, of at least $5,000,000; 
 (ii) during the twelve month period beginning on January 1, 2014, of at least $25,000,000; 

(iii) during the twelve month period beginning on January 1, 2015, of at least $50,000,000; 

(iv) during the twelve month period beginning on January 1, 2016, of at least $75,000,000; 

(v) during the twelve month period beginning on January 1, 2017, of at least $100,000,000; 

(vi) during the twelve month period beginning on January 1, 2018, and each twelve month period following thereafter, of at least
$125,000,000. 
 It is acknowledged and agreed that the financial covenant described in clause (a) above shall only be tested on the
last day of each applicable period referenced in clauses(a)(i) through (a)(vi) above. 
 (b) Cure Right. (i) Notwithstanding
anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the covenants contained in Section 10.01(a)(i) or 10.01(a)(ii) (such covenants for such applicable periods being
the “Specified Financial Covenants”), Borrower shall have the right, within one hundred and twenty (120) days after the end of each of the 2013 and 2014 calendar years: 

(A) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or 

(B) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure
Right, the “Cure Right”), 
 and the cash therefrom immediately shall be contributed as equity or debt (only as permitted pursuant
to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the
Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements
of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply
therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the
Loan Documents. 

  
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 (ii) Notwithstanding anything herein to the contrary, (A) the Cure Right may be exercised
only for the periods described in Section 10.01(a)(i) or 10.01(a)(ii), (B) the net cash proceeds of the payment received by Borrower from investors investing in or lending to Borrower pursuant to
Section 10.01(b)(i) shall be equal to twice the shortfall amount required to cause the Borrower to be in compliance with the Specified Financial Covenants (such amount so received by Borrower, “Cure Amount”),
(C) Borrower shall deliver a compliance certificate, evidencing compliance with the Specified Financial Covenants after giving effect to receipt of the Cure Amount and (D) upon receipt by Borrower of the Cure Amount, Borrower shall
immediately prepay the Loans, without any Prepayment Premium, in an amount equal to the Cure Amount, credited in the order set forth on Section 3.03(b)(i)(A)-(E). 

10.02 Minimum Cash. 
 Borrower and
Subsidiaries shall maintain, at all times, a minimum daily balance of cash and Permitted Cash Equivalent Investments of at least the greater of (A) $2,000,000 (Two Million Dollars) and (B) to the extent Borrower has incurred Permitted
Priority Debt, the minimum cash balance required of Borrower by Borrower’s Permitted Priority Debt creditors. 
 SECTION 11 

EVENTS OF DEFAULT 
 11.01 Events of
Default. Each of the following events shall constitute an “Event of Default”: 
 (a) Borrower shall fail to
pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

(b) any Obligor shall fail to pay any Obligation (other than an amount referred to in Section 11.01(a)) when and as the same
shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; 
 (c) any
representation or warranty made or deemed made by or on behalf of Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report,
certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall: (i) prove to have been incorrect when made or
deemed made to the extent that such representation or warranty contains any materiality or Material Adverse Effect qualifier; or (ii) prove to have been incorrect in any material respect when made or deemed made to the extent that such
representation or warranty does not otherwise contain any materiality or Material Adverse Effect qualifier; 

  
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 (d) any Obligor shall fail to observe or perform any covenant, condition or agreement contained
in Section 8.02, 8.03 (with respect to the Borrower’s existence), 8.11, 8.12 (other than clause (c) therein), 8.14, 9 or 10 or the Borrower or Valeritas Security shall fail to
observe or perform any covenant, condition or agreement contained in the Valeritas Security Side Letter; 
 (e) any Obligor shall fail
to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those specified in Section 11.01(a), (b) or (d)) and such failure shall continue unremedied
for a period of 30 or more days after written notice thereof from the Lenders is received by a Responsible Officer of Borrower; 

(f) Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace or cure period as originally provided by the terms of such Indebtedness; 

(g) (i) any material breach of, or “event of default” or similar event caused by any Obligor under, any Material Agreement
occurs unless (x) such Obligor has an objectively reasonable defense or claim under such Material Agreement or under applicable law, (y) a bona fide good faith dispute exists between such Obligor and such counterparty with respect to such
material breach or “event of default” or (z) if such Material Agreement is a distribution agreement, ninety (90) days have elapsed and such Obligor has not replaced such distribution agreement with another substantially
comparable distribution agreement, (ii) any material breach of, or “event of default” or similar event under, the documentation governing any Material Indebtedness shall occur, or (iii) any other event or condition occurs
(A) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness
or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this
Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness. 

(h) any Obligor: 
 (i) becomes
insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a
compromise or arrangement or deed of company arrangement between it and any class of its creditors; 
 (ii) commits an act of bankruptcy
or makes an assignment of its property for the general benefit of its creditors or makes a proposal (or files a notice of its intention to do so); 

(iii) institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, reorganization,
compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any federal, provincial or


  
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foreign Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in
equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding; 
 (iv) applies for
the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for
it or any substantial part of its property; or 
 (v) takes any action, corporate or otherwise, to approve, effect, consent to or
authorize any of the actions described in this Section 11.01(h) or in Section 11.01(i), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof; 

(i) any petition is filed, application made or other proceeding instituted against or in respect of Borrower or any Subsidiary: 

(i) seeking to adjudicate it an insolvent; 

(ii) seeking a receiving order against it; 

(iii) seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief,
stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any federal, provincial or foreign law now or hereafter in effect relating to bankruptcy,
winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or 

(iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver,
receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property; and the case of each of
Section 11.01(i)(i)-(iv), such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof; provided that if an order, decree or judgment
is granted or entered (whether or not entered or subject to appeal) against Borrower or such Subsidiary thereunder in the interim, such grace period will cease to apply; provided further that if Borrower or such Subsidiary files an answer
admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply; 

(j) any other event occurs which, under the laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to
in either of Section 11.01(h) or (i); 
 (k) one or more judgments for the payment of money shall be rendered against
any Obligor or any combination thereof in an aggregate amount in excess of (i) $1,000,000 (or the Equivalent Amount in other currencies) and the same shall remain undischarged for a period of 

  
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45 consecutive days, or (ii) $5,000,000 (or the Equivalent Amount in other currencies) and the same shall remain undischarged for a period of 60 consecutive days, in either case, during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Obligor to enforce any such judgment; 

(l) a Material Adverse Change shall have occurred; 

(m) (i) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on the collateral
intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required herein or therein) in favor of the Lenders, free and clear of all other Liens (other than Permitted Liens), (ii) except for
expiration in accordance with its terms, any of the Security Documents or any Guarantee of any of the Obligations (including that contained in Section 13) shall for whatever reason be terminated or cease to be in full force and effect,
(ii) the enforceability of any of the Security Documents or any Guarantee of any of the Obligations (including that contained in Section 13) shall be contested by any Obligor; 

(n) any injunction, whether temporary or permanent, shall be rendered against any Obligor that prevents the Obligors from selling or
manufacturing the Product or its commercially available successors, or any of their other material and commercially available products in the entire United States and more than sixty (60) consecutive calendar days shall have elapsed since such
injunction without such injunction having been stayed, discharged, overturned or vacated.  
 11.02 Remedies. Upon the occurrence of any Event
of Default, then, and in every such event (other than an Event of Default described in Section 11.01(h), (i) or (j)), and at any time thereafter during the continuance of such event, Majority Lenders may, by notice to
the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other Obligations, shall become due and payable immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
each Obligor, and (iii) take and perfect a security interest in all the assets of Valeritas Security in accordance with, and subject to the terms of, Section 8.12, which actions are hereby consented to by the Borrower, and at such
time, the Borrower shall, and shall cause Valeritas Security to, comply with the terms of Section 8.12 and for such purpose Valeritas Security shall thereafter be a “Subsidiary” and a “Subsidiary Guarantor” hereunder;
and in case of any Event of Default described in Section 11.01(h), (i) or (j), the Commitment shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and
all fees and other Obligations, shall automatically become due and payable immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
each Obligor. 

  
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 SECTION 12 

MISCELLANEOUS 
 12.01 No Waiver. No
failure on the part of the Lenders to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by
law. 
 12.02 Notices. All notices, requests, instructions, directions and other communications provided for herein (including any modifications of,
or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by telecopy) delivered, if to Borrower, another Obligor or the Lenders, to its address specified on the signature pages hereto or its Guarantee
Assumption Agreement, as the case may be, or at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given
upon receipt of a legible copy thereof, in each case given or addressed as aforesaid. All such communications provided for herein by telecopy shall be confirmed in writing promptly after the delivery of such communication (it being understood that
non-receipt of written confirmation of such communication shall not invalidate such communication). Notwithstanding anything to the contrary in this Agreement, notices, documents, certificates and other deliverables to the Lenders by any Obligor may
be made solely to the Control Agent and the Control Agent shall promptly deliver such notices, documents, certificates and other deliverables to the other Lenders. 

12.03 Expenses, Indemnification, Etc. 

(a) Expenses. Borrower agrees to pay or reimburse (i) the Lenders for all of their reasonable out of pocket costs and expenses
(including the reasonable and documented out-of-pocket fees and expenses of Morrison & Foerster LLP, special counsel to the Lenders, and any sales, goods and services or other similar taxes applicable thereto, and printing, reproduction,
document delivery, communication and travel costs) in connection with (x) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Loans (exclusive of post-closing costs),
(y) post-closing costs and (z) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated) and (ii) the Lenders for all
of their out of pocket costs and expenses (including the fees and expenses of legal counsel) in connection with any enforcement or collection proceedings resulting from the occurrence of an Event of Default; provided, however, that the
Borrower shall not be required to pay or reimburse any amounts pursuant to Section 12.03(a)(i)(x) in excess of $300,000; provided further that, so long as the conditions precedent in Section 6.01 shall have been
satisfied or waived in accordance with the terms thereof, then such fees shall be fully credited from the fees paid by the Borrower pursuant to Section 2.03 on the Closing Date. 

(b) Indemnification. Borrower hereby indemnifies the Lenders, their Affiliates, and their respective directors, officers, employees,
attorneys, agents, advisors and controlling parties (each, an “Indemnified Party”) from and against, and agrees to hold them harmless against, any 

  
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and all Claims or Losses of any kind (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or any of the other
Loan Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loans, whether or not such investigation, litigation or proceeding is brought by Borrower, any of its shareholders or
creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Section 6 are satisfied or the other transactions contemplated by
this Agreement are consummated, except to the extent such Claim or Loss is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. No
Obligor shall assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of
the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees, attorneys, agents, advisors and controlling
parties are each sometimes referred to in this Agreement as a “Borrower Party.” No Lender shall assert any claim against any Borrower Party, on any theory of liability, for consequential, indirect, special or punitive damages
arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. 

12.04 Amendments, Etc. Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be amended, waived, modified or
supplemented only by an instrument in writing signed by the Borrower and the Lenders; provided that any consent, approval, (including without limitation any approval of or authorization for any amendment, waiver, modification or supplement to
any of the Loan Documents), instruction or other expression of the Lenders under any of the Loan Documents may be obtained by an instrument in writing signed in one or more counterparts by Majority Lenders; provided however, that the consent of all
of the Lenders shall be required to: 
 (i) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such
amendment, modification, discharge, termination or waiver would increase the amount of the Loans, reduce the fees payable hereunder, reduce interest rates or other amounts payable with respect to the Loans, extend any date fixed for payment of
principal, interest or other amounts payable relating to the Loans or extend the repayment dates of the Loans; 
 (ii) amend the
provisions of Section 6; 
 (iii) amend, modify, discharge, terminate or waive any Security Document if the effect is to
release a material part of the Collateral subject thereto otherwise than pursuant to the terms hereof or thereof; or 
 (iv) amend this
Section 12.04. 

  
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 Notwithstanding anything to the contrary herein, a Defaulting Lender shall not have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 

12.05 Successors and Assigns. 
 (a)
General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Lenders. Any of the Lenders may assign or otherwise transfer any of their rights or obligations hereunder to an assignee in accordance with the provisions of
Section 12.05(b), (ii) by way of participation in accordance with the provisions of Section 12.05(e) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
Section 12.05(g). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in Section 12.05(d) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees all or a portion of their
rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it) following written notice to the Borrower; provided, however, that no such assignment shall be made to Borrower,
an Affiliate of Borrower, or any employees or directors of Borrower at any time. Subject to the recording thereof by the Lenders pursuant to Sections 12.05(c) and 12.05(d), from and after the effective date specified in each Assignment
and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the
assigning Lender shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of a Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
Section 12.05(e). 
 (c) Amendments to Loan Documents. To the extent that the Lender that is the Control Agent has made an
assignment pursuant to Section 12.05(b) or to the extent necessary to reflect new Commitments on Schedule 1, each of the Lenders and the Obligors agrees to enter into such amendments to the Loan Documents, and such additional
Security Documents and other instruments and agreements, in each case in form and substance reasonably acceptable to the Lenders and the Obligors, as shall reasonably be necessary to implement and give effect to any assignment made under this
Section 12.05. 

  
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 (d) Register. The Lenders, acting solely for this purpose as agents of Borrower, shall
maintain at one of its offices, which shall be the office of the Control Agent, a register for the recordation of the name and address of any assignee of the Lenders and the Commitment and outstanding principal amount of the Loans owing thereto (the
“Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower may treat each Person whose name is recorded in the Register pursuant to the terms hereof as the “Lender” hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, at any reasonable time and from time to time upon reasonable prior notice. 

(e) Participations. Any of the Lenders may at any time, without the consent of, or notice to, Borrower, sell participations to any
Person (other than a natural person or Borrower or any of the Borrower’s Affiliates or Subsidiaries or to any Person that would not constitute an Eligible Transferee) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of the Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lenders in connection therewith. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or any portion of any fee hereunder payable
to the Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest. Subject to
Section 12.05(f), Borrower agrees that each Participant shall be entitled to the benefits of Section 5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 12.05(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.04(a) as though it were the Lender. 

(f) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under
Section 5.01 or 5.05 than a Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior
written consent. 
 (g) Certain Pledges. The Lenders may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement and any other Loan Document to secure obligations of the Lenders, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the
Lenders from any of their obligations hereunder or substitute any such pledgee or assignee for the Lenders as a party hereto. 

  
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 12.06 Survival. Sections 5.01, 5.03, 5.05, 6.01(g)(iv), 12.03,
12.05, 12.09, 12.10, 12.11, 12.12, 12.13, 12.14 and Section 13 (solely to the extent guaranteeing any of the obligations under the foregoing Sections) shall survive the repayment of the
Loans and the termination of the Commitment and, in the case of the Lenders’ assignment of any interest in the Commitment or the Loans hereunder, shall survive, in the case of any event or circumstance that occurred prior to the effective date
of such assignment, the making of such assignment, notwithstanding that the Lenders may cease to be “Lenders” hereunder. In addition, each representation and warranty made, or deemed to be made by a notice of the Loans, herein or pursuant
hereto shall survive the making of such representation and warranty. 
 12.07 Captions. The table of contents and captions and section headings
appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement. 

12.08 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 
 12.09 Governing Law. This Agreement and the
rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other
jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. 
 12.10 Jurisdiction, Service of Process and Venue.

 (a) Submission to Jurisdiction. Each Obligor agrees that any suit, action or proceeding with respect to this Agreement or any
other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably submits to
the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 12.10(a) is for the benefit of the Lenders only and, as a result, no Lender shall be prevented from taking
proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, the Lenders may take concurrent proceedings in any number of jurisdictions. 

(b) Alternative Process. Nothing herein shall in any way be deemed to limit the ability of the Lenders to serve any such process or
summonses in any other manner permitted by applicable law. 
 (c) Waiver of Venue, Etc. Each Obligor irrevocably waives to the fullest
extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document and hereby further irrevocably waives to the
fullest extent permitted by law any claim 

  
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that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such
suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which such Obligor is or may be subject, by suit upon judgment. 

12.11 Waiver of Jury Trial. EACH OBLIGOR AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

12.12 Waiver of Immunity. To the extent that any Obligor may be or become entitled to claim for itself or its Property or revenues any immunity on the
ground of sovereignty or the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be attributed such an
immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to its obligations under this Agreement and the other Loan Documents. 

12.13 Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. EACH OBLIGOR ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IN DECIDING TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS OR IN TAKING OR NOT TAKING ANY ACTION HEREUNDER OR THEREUNDER, IT HAS NOT RELIED, AND WILL NOT RELY, ON ANY STATEMENT, REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, OF OR WITH THE
LENDERS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 
 12.14 Severability. If any provision hereof is found
by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.  

12.15 No Fiduciary Relationship. Borrower acknowledges that the Lenders have no fiduciary relationship with, or fiduciary duty to, Borrower arising out
of or in connection with this Agreement or the other Loan Documents, and the relationship between the Lenders and the Borrower are solely that of creditor and debtor. This Agreement and the other Loan Documents do not create a joint venture among
the parties. 
 12.16 Confidentiality. The Lenders agree to maintain the confidentiality of the Confidential Information (as defined in the
Non-Disclosure Agreement (defined below)) in accordance with the terms of that certain non-disclosure agreement dated March 1, 2013 among Borrower and Capital Royalty, L.P (the “Non-Disclosure Agreement”). Each new
Lender that becomes party to this Agreement and each Participant hereby agrees to be bound by the terms of the Non-Disclosure Agreement. The parties to this Agreement shall prepare a mutually agreeable press release announcing the completion of this
transaction on the date hereof. 

  
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 12.17 USA PATRIOT Act. The Lenders hereby notify the Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), they are required to obtain, verify and record information that identifies Borrower, which information includes the name and
address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Act. 
 12.18 Maximum Rate of
Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each
case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the
excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate,
the Lenders may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof,
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (d) allocate interest between
portions of such Indebtedness and other obligations under the Loan Documents to the end that no such portion shall bear interest at a rate greater than that permitted by applicable Law. 

12.19 Certain Waivers. 
 (a) Real
Property Security Waivers. 
 (i) Each Obligor acknowledges that all or any portion of the Obligations may now or hereafter be secured by
a Lien or Liens upon real property evidenced by certain documents including, without limitation, deeds of trust and assignments of rents. Lenders may, pursuant to the terms of said real property security documents and applicable law, foreclose under
all or any portion of one or more of said Liens by means of judicial or nonjudicial sale or sales. Each Obligor agrees that Lenders may exercise whatever rights and remedies they may have with respect to said real property security, all without
affecting the liability of any Obligor under the Loan Documents, except to the extent Lenders realize payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a
waiver of Lenders’ rights to proceed in any other form of action or against any Obligor or any other Person, or diminish the liability of any Obligor, or affect the right of Lenders to proceed against any Obligor for any deficiency, except to
the extent Lenders realize payment by such action, notwithstanding the effect of such action upon any Obligor’s rights of subrogation, reimbursement or indemnity, if any, against Obligor or any other Person. 

(ii) To the extent permitted under applicable law, each Obligor hereby waives any rights and defenses that are or may become available to such
Obligor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. 

  
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 (iii) To the extent permitted under applicable law, each Obligor hereby waives all rights and
defenses that such Obligor may have because the Obligations are or may be secured by real property. This means, among other things: 

(A) Lenders may collect from any Obligor without first foreclosing on any real or personal property collateral pledged by any other
Obligor; 
 (B) If Lenders foreclose on any real property collateral pledged by any Obligor: 

(1) The amount of the Loans may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price; and 
 (2) Lenders may collect from each Obligor even if Lenders, by foreclosing on the
real property collateral, have destroyed any right that such Obligor may have to collect from any other Obligor. 
 (3) To the extent
permitted under applicable law, this is an unconditional and irrevocable waiver of any rights and defenses each Obligor may have because the Obligations are or may be secured by real property. These rights and defenses include, but are not limited
to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. 
 (iv) To the extent
permitted under applicable law, each Obligor waives all rights and defenses arising out of an election of remedies by Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed such Obligor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. 

(b) Waiver of Marshaling. WITHOUT LIMITING THE FOREGOING IN ANY WAY, EACH OBLIGOR HEREBY IRREVOCABLY WAIVES AND RELEASES, TO THE EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHTS IT MAY HAVE AT ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW, CONTRACT OR OTHERWISE) TO REQUIRE THE MARSHALING OF ANY ASSETS OF ANY OBLIGOR, WHICH RIGHT OF MARSHALING MIGHT OTHERWISE ARISE
FROM ANY PAYMENTS MADE OR OBLIGATIONS PERFORMED. 
 SECTION 13 

GUARANTEE 
 13.01 The Guarantee. The
Subsidiary Guarantors hereby jointly and severally guarantee to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans
and all fees and other amounts from time to time owing to the Lenders by Borrower under this Agreement or under any other Loan Document and by any other Obligor under any of the Loan Documents, in each case strictly in accordance with the terms
thereof (such obligations being 

  
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 herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors
hereby further jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.  
 13.02 Obligations Unconditional. The obligations of the Subsidiary
Guarantors under Section 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Borrower under this Agreement or any other agreement
or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance
whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 13.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and
unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary
Guarantors hereunder, which shall remain absolute and unconditional as described above: 
 (a) at any time or from time to time, without
notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; 

(b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be
done or omitted; 
 (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations
shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor
shall be released or exchanged in whole or in part or otherwise dealt with; or 
 (d) any lien or security interest granted to, or in
favor of, the Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. 
 The Subsidiary Guarantors hereby
expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Lenders exhaust any right, power or remedy or proceed against Borrower under this Agreement or any other agreement or
instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. 
 13.03
Reinstatement. The obligations of the Subsidiary Guarantors under this Section 13 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower in respect of the Guaranteed
Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in 

  
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bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Lenders on demand for all reasonable costs and expenses
(including fees of counsel) incurred by the Lenders in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law. 
 13.04 Subrogation. The Subsidiary Guarantors hereby jointly and
severally agree that until the payment and satisfaction in full of all Guaranteed Obligations (other than the Warrant Obligations) and the expiration and termination of the Commitment of the Lenders under this Agreement they shall not exercise any
right or remedy arising by reason of any performance by them of their guarantee in Section 13.01, whether by subrogation or otherwise, against Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any
of the Guaranteed Obligations. 
 13.05 Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors
and the Lenders, the obligations of Borrower under this Agreement and under the other Loan Documents may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become automatically due and
payable in the circumstances provided in Section 11) for purposes of Section 13.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and
payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and
payable by the Subsidiary Guarantors for purposes of Section 13.01. 
 13.06 Instrument for the Payment of Money. Each Subsidiary
Guarantor hereby acknowledges that the guarantee in this Section 13 constitutes an instrument for the payment of money, and consents and agrees that the Lender, at its sole option, in the event of a dispute by such Subsidiary Guarantor
in the payment of any moneys due hereunder, shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N.Y. Civ. Prac. L&R § 3213. 

13.07 Continuing Guarantee. The guarantee in this Section 13 is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising. 
 13.08 Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor
shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
next sentence), pay to such Excess Funding Guarantor an amount equal to such Subsidiary Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess
Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 13.08 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such Subsidiary Guarantor under the other provisions of this Section 13 and 

  
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such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations. For purposes of this
Section 13.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations,
(ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata
Share” means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (excluding any shares of stock of any
other Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor
hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of all of the Subsidiary Guarantors exceeds
the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the Subsidiary Guarantors hereunder and under the other Loan Documents) of all
of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary
Guarantor becomes a Subsidiary Guarantor hereunder. 
 13.09 General Limitation on Guarantee Obligations. In any action or proceeding involving any
provincial, territorial or state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 13.01
would otherwise, taking into account the provisions of Section 13.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under
Section 13.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, the Lenders or any other Person, be automatically limited and
reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.  

13.10 Collateral and Guaranty Matters. Each of the Lenders (including the Control Agent) agree: 

(a) to release any Lien on any property granted to or held by the Control Agent or any Lender under any Loan Document (i) upon the
payment in full in cash of all Obligations and the termination or expiration of all Commitments or (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document; 

(b) to release any Subsidiary Guarantor from its obligations under Loan Documents if such Person ceases to be a Subsidiary as a result of
a transaction permitted hereunder; and 
 (c) to subordinate any Lien on any property granted to or held by any Lender or the Control
Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.02(e) solely to the extent the Liens of any Lender or the Control Agent being subordinated encumber the specific assets
financed by such Lien holder. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written. 

			
	BORROWER:
	
	VALERITAS, INC.
		
	By	 	 /s/ James Dentzer

		 	Name: James Dentzer
		 	Title: Chief Financial Officer


  

			
	Address for Notices:
	750 Route 202 South, Suite 100
	Bridgewater, NJ 08807


  

			
	Attn:	 	James Dentzer
	Tel.:	 	(908) 927-9920
	Fax:	 	(908) 927-9927
	Email:	 	jdentzer@valeritas.com


 [Signature Page to Term Loan Agreement] 

  
 S-1 








 LENDERS: 

CAPITAL ROYALTY PARTNERS II L.P. 
 By
CAPITAL ROYALTY PARTNERS II GP 
 L.P., its General Partner 

By CAPITAL ROYALTY PARTNERS II 

GP LLC, its General Partner 
  

									
		  	By	  	 /s/ Charles Tate
	  		  	
		  		  	Name: Charles Tate	  		  	
		  		  	Title: Sole Member	  		  	

 Address for Notices: 
 1000 Main
Street, Suite 2500 
 Houston, TX 77002 

Attn:    General Counsel 

Tel.:     713.209.7350 

Fax:     713.209.7351 

Email: adorenbaum@capitalroyalty.com 
 CAPITAL ROYALTY
PARTNERS II - 
 PARALLEL FUND “A” L.P. 

By CAPITAL ROYALTY PARTNERS II - 

PARALLEL FUND “A” GP L.P., its General 

Partner 
 By CAPITAL ROYALTY
PARTNERS II - 
 PARALLEL FUND “A” GP LLC, its 

General Partner 
  

									
		  	By	  	 /s/ Charles Tate
	  		  	
		  		  	Name: Charles Tate	  		  	
		  		  	Title: Sole Member	  		  	

 Address for Notices: 
 1000 Main
Street, Suite 2500 
 Houston, TX 77002 

Attn:  General Counsel 

Tel.:    713.209.7350 

Fax:    713.209.7351 
 Email:
adorenbaum@capitalroyalty.com 
 [Signature Page to Term Loan Agreement] 

  
 S-3 








 PARALLEL INVESTMENT OPPORTUNITIES 

PARTNERS II L.P. 
 By PARALLEL INVESTMENT

 OPPORTUNITIES PARTNERS II GP L.P., its 

General Partner 
 By PARALLEL
INVESTMENT 
 OPPORTUNITIES PARTNERS II GP LLC, 

its General Partner 
  

									
		  	By	  	 /s/ Charles Tate
	  		  	
		  		  	Name: Charles Tate	  		  	
		  		  	Title: Sole Member	  		  	

 Address for Notices: 
 1000 Main
Street, Suite 2500 
 Houston, TX 77002 

Attn:    General Counsel 

Tel.:    713.209.7350 

Fax:    713.209.7351 
 Email:
adorenbaum@capitalroyalty.com 
 [Signature Page to Term Loan Agreement] 

  
 S-4 








 Schedule 1 

to Term Loan Agreement 

COMMITMENTS 
  

									
	 Lender
	  	Commitment	 	  	Proportionate
Share	 
	 Capital Royalty Partners II L.P.
	  	$	25,330,857	  	  	 	25.3308569	% 
	 Capital Royalty Partners II – Parallel Fund “A” L.P.
	  	$	54,659,143	  	  	 	54.6591431	% 
	 Parallel Investment Opportunities Partners II L.P.
	  	$	29,010,000	  	  	 	20.0100000	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	100,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 

 WARRANT SHARES 
  

													
	 Lender
	  	Number of
Warrant Shares
of Common
Stock (First
Borrowing)	 	  	Number of
Warrant
Shares of
Common
Stock
(Second
Borrowing)1	 	  	Number of
Warrant
Shares of
Common
Stock (Third
Borrowing) 2	 
	 Capital Royalty Partners II L.P.
	  	 	1,181,819	  	  	 	[596,879	] 	  	 	[611,299	] 
	 Capital Royalty Partners II – Parallel Fund “A” L.P.
	  	 	2,550,139	  	  	 	[1,287,949	] 	  	 	[1,319,066	] 
	 Parallel Investment Opportunities Partners II L.P.
	  	 	933,573	  	  	 	[471,502	] 	  	 	[482,893	] 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	 	4,665,531	  	  	 	[2,356,329	] 	  	 	[2,413,258	] 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  
  

	1 	Subject to adjustment prior to the second Borrowing in accordance with Section 7.21  


	2 	Subject to adjustment prior to the third Borrowing in accordance with Section 7.21 








 Exhibit A 

to Term Loan Agreement 
 FORM
OF GUARANTEE ASSUMPTION AGREEMENT 
 GUARANTEE ASSUMPTION AGREEMENT dated as of [DATE] by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a
                [corporation][limited liability company] (the “Additional Subsidiary Guarantor”), in favor of Capital Royalty Partners II L.P.,
Capital Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., as Lenders (the “Lenders”) under that certain Term Loan Agreement, dated as of May 24, 2013 (as
amended, restated, supplemented or otherwise modified, renewed, refinanced or replaced, the “Loan Agreement”), among Valeritas, Inc., a Delaware corporation (“Borrower”), the lenders party thereto and
the Subsidiary Guarantors party thereto. 
 Pursuant to Section 8.12(a) of the Loan Agreement, the Additional Subsidiary
Guarantor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Loan Agreement, and a “Grantor” for all purposes of the Security Agreement. Without limiting the foregoing, the Additional Subsidiary Guarantor
hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed
Obligations (as defined in Section 13.01 of the Loan Agreement) in the same manner and to the same extent as is provided in Section 13 of the Loan Agreement. In addition, as of the date hereof, the Additional Subsidiary
Guarantor hereby makes the representations and warranties set forth in Sections 7.01, 7.02, 7.03, 7.05(a), 7.06, 7.07, 7.08 and 7.18 of the Loan Agreement, and in Section 2 of the
Security Agreement, with respect to itself and its obligations under this Agreement and the other Loan Documents, as if each reference in such Sections to the Loan Documents included reference to this Agreement, such representations and warranties
to be made as of the date hereof. 
 IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Guarantee Assumption Agreement
to be duly executed and delivered as of the day and year first above written. 
  

			
	[ADDITIONAL SUBSIDIARY GUARANTOR]
		
	By	 	  

		 	Name:
		 	Title:



  
 Exhibit A-1 








 Exhibit B 

to Term Loan Agreement 
 FORM
OF NOTICE OF BORROWING 
  

			
	Date :	 	[                    ]
	To:	 	Capital Royalty Partners II L.P. and the other Lenders
		 	1000 Main Street, Suite 2500
		 	Houston, TX 77002
		 	Attn: General Counsel

 Re: Borrowing under Term Loan Agreement 

Ladies and Gentlemen: 
 The
undersigned, Valeritas, Inc., a Delaware corporation (“Borrower”), refers to the Term Loan Agreement, dated as of May 24, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “Loan Agreement”), among Borrower, Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., and other parties from time
to time party thereto as lenders (“Lenders”), and the subsidiary guarantors from time to time party thereto. The terms defined in the Loan Agreement are herein used as therein defined. 

Borrower hereby gives you notice irrevocably, pursuant to Section 2.02 of the Loan Agreement, of the borrowing of the Loan
specified herein: 
  

	 	1.	The proposed Borrowing Date is [                    ]. 


 

	 	2.	The amount of the proposed Borrowing is $[                    ]. 


 

	 	3.	The payment instructions with respect to the funds to be made available to the Borrower are as follows: 

  

			
	Bank name:     [                    ]
	Bank Address: [                    ]
	Routing Number:	 	[                    ]
	Account Number:	 	[                    ]
	Swift Code:	 	[                    ]

 The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on
the date of the proposed borrowing of the Loan, before and after giving effect thereto and to the application of the proceeds therefrom: 

a) the representations and warranties made by the Borrower in Section 7 of the Loan Agreement shall be true on and as of the
Borrowing Date and immediately after giving effect to the application of the proceeds of the Borrowing with the same force and effect as if made on 
  

  
 Exhibit B-1 








 and as of such date, except that (i) the representation regarding representations and warranties that refer
to a specific earlier date shall be true on such earlier date and (ii) with respect to each Borrowing made following the initial Borrowing Date, such representation regarding representations and warranties shall only be required to be true in
all material respects on and as of the applicable Borrowing Date (except to the extent that such representation or warranty contains any materiality or Material Adverse Effect qualifier); 

b) on and as of the Borrowing Date, there shall have occurred no Material Adverse Change since
[                    ]; and 
 c) no
Default exists or would result from such proposed borrowing. 
  

  
 Exhibit B-2 








 IN WITNESS WHEREOF, the Borrower has caused this Notice of Borrowing to be duly executed and
delivered as of the day and year first above written. 
  

			
	BORROWER:
	
	VALERITAS, INC.
		
	By	 	  

		 	Name:
		 	Title:

  

  
 Exhibit B-3 








 Exhibit C 

to Term Loan Agreement 
 FORM
OF TERM LOAN NOTE 
 [DATE] 
 U.S.
$[                    ] plus all compounded interest calculated pursuant to Section 3.02(d)(ii) of the Loan Agreement 

FOR VALUE RECEIVED, the undersigned, Valeritas, Inc., a Delaware corporation (“Borrower”), hereby promises to pay to
[Capital Royalty Partners II L.P./ Capital Royalty Partners II – Parallel Fund “A” L.P./Parallel Investment Opportunities Partners II L.P.] or its assigns (the “Lender”) at the Lender’s principal office in
1000 Main Street, Suite 2500, Houston, TX 77002, in immediately available funds, the aggregate principal sum set forth above, or, if less, the aggregate unpaid principal amount of all Loans made by the Lender pursuant to Section 2.01 of
the Term Loan Agreement, dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified, renewed, refinanced or replaced, the “Loan Agreement”), among the Borrower, the Lender, the other lenders party
thereto and the Subsidiary Guarantors party thereto, on the date or dates specified in the Loan Agreement, together with interest on the principal amount of such Loans from time to time outstanding thereunder at the rates, and payable in the manner
and on the dates, specified in the Loan Agreement. 
 This Note is a Note issued pursuant to the terms of Section 2.04 of the
Loan Agreement and Section 3.02(d)(ii) of the Loan Agreement to the extent the Borrower has elected to pay interest on the outstanding principal amount of this Note in kind pursuant to Section 3.02(d)(ii) of the Loan
Agreement, and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note,
except terms otherwise defined herein, shall have the same meaning as in the Loan Agreement. 
 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED
THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY. 
 [THIS NOTE IS SUBJECT TO THE TERMS OF THE INTERCREDITOR
AGREEMENT, DATED AS OF             , 2013 AMONG CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P., PARALLEL INVESTMENT OPPORTUNITIES
PARTNERS II L.P. AND [                    ].] 

The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder, other than notices provided for in the Loan
Documents. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in such particular or any subsequent instance. 

 

  
 Exhibit C-1 








 THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE LOAN AGREEMENT. 

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. TO OBTAIN (I) THE ISSUE PRICE OF THIS NOTE, (II) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, (III) THE ISSUE DATE, OR (IV) THE YIELD TO MATURITY; CONTACT [CONTACT AT ISSUER] AT [ADDRESS], OR BY PHONE AT [NUMBER]. 
  

			
	VALERITAS, INC.
		
	By	 	  

		 	Name:
		 	Title:


  

  
 Exhibit C-2 








 Exhibit D 

to Term Loan Agreement 
 FORM
OF U.S. TAX COMPLIANCE CERTIFICATE 
 Reference is made to the Term Loan Agreement, dated as of May 24, 2013 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Valeritas, Inc., a Delaware corporation (“Borrower”), Capital Royalty Partners II L.P., Capital
Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., and other parties from time to time party thereto as lenders (“Lenders”), and the subsidiary guarantors from
time to time party thereto. [                    ] (the “Foreign Lender”) is providing this certificate pursuant to
Section 5.05(e)(ii)(B) of the Loan Agreement. The Foreign Lender hereby represents and warrants that: 
 1. The Foreign Lender is
the sole record owner of the Loans as well as any obligations evidenced by any Note(s) in respect of which it is providing this certificate; 

2. The Foreign Lender’s direct or indirect partners/members are the sole beneficial owners of the Loans as well as any obligations
evidenced by any Note(s) in respect of which it is providing this certificate; 
 3. Neither the Foreign Lender nor its direct or indirect
partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Foreign Lender further represents and warrants that: 

(a) neither the Foreign Lender nor its direct or indirect partners/members is subject to regulatory or other legal requirements as a bank
in any jurisdiction; and 
 (b) neither the Foreign Lender nor its direct or indirect partners/members has been treated as a bank for
purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements; 

3. Neither the Foreign Lender nor its direct or indirect partners/members is a 10-percent shareholder of Borrower within the meaning of
Section 881(c)(3)(B) of the Code; and 
 4. Neither the Foreign Lender nor its direct or indirect partners/members is a controlled
foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. 
 [Signature
follows] 

  
 Exhibit D-1 








 IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered
as of the date indicated below. 
  

			
	[NAME OF NON-U.S. LENDER]
		
	By	 	  

		 	Name:
		 	Title:

 Date:
                     

  
 Exhibit D-2 








 Exhibit E 

to Term Loan Agreement 
 FORM
OF COMPLIANCE CERTIFICATE 
 [DATE] 

This certificate is delivered pursuant to Section 8.01(c) of, and in connection with the consummation of the transactions
contemplated in, the Term Loan Agreement, dated as of May 24, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Valeritas, Inc., a Delaware
corporation (“Borrower”), Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., and other parties from time to time party
thereto as lenders (“Lenders”), and the subsidiary guarantors from time to time party thereto. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Loan Agreement. 

The undersigned, a duly authorized Responsible Officer of Borrower having the name and title set forth below under his signature, hereby
certifies, on behalf of the Borrower for the benefit of the Lenders and pursuant to Section 8.01(c) of the Loan Agreement that such Responsible Officer of the Borrower is familiar with the Loan Agreement and that, in accordance with each
of the following sections of the Loan Agreement, each of the following is true on the date hereof, both before and after giving effect to any Loan to be made on or before the date hereof: 

In accordance with Section 8.01[(a)/(b)] of the Loan Agreement, attached hereto as Annex A are the financial
statements for the [fiscal quarter/fiscal year] ended [                    ] required to be delivered pursuant to
Section 8.01[(a)/(b)] of the Loan Agreement. Such financial statements fairly present in all material respects the consolidated financial position, results of operations and cash flow of the Borrower and its Subsidiaries as at the
dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal
year-end audit adjustments)]3 [without qualification as to the scope of the audit.]4 

Attached hereto as Annex B are the calculations used to determine compliance with each financial covenant contained in
Section 10 of the Loan Agreement. No Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which Borrower proposes to take the actions set forth on Annex
C]. 
 IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above. 

 

	3 	Insert language in brackets only for quarterly certifications.  


	4 	Insert language in brackets only for annual certifications. 


  
 Exhibit E-1 








 
			
	VALERITAS, INC.
		
	By	 	  

		 	Name:
		 	Title:


  

  
 Exhibit E-2 








 Annex A to Compliance Certificate 

FINANCIAL STATEMENTS 
 [see
attached] 
  

  
 Exhibit E-3 








 Annex B to Compliance Certificate 

CALCULATIONS OF FINANCIAL COVENANT COMPLIANCE 
  

					
	I.	  	Section 10.01(a)(i)-(vi): Minimum Revenue	  	
	    A.	  	Revenue received during the twelve month period beginning on January 1, 2013:	  	$                    
		  	Is line I.A equal to or greater than $5,000,000?	  	Yes: In compliance;
		  		  	No: Not in compliance
	    B.	  	Revenue received during the twelve month period beginning on January 1, 2014:	  	$                    
		  	Is line I.B equal to or greater than $25,000,000?	  	Yes: In compliance;
		  		  	No: Not in compliance
	    C.	  	Revenue received during the twelve month period beginning on January 1, 2015:	  	$                    
		  	Is line I.C equal to or greater than $50,000,000?	  	Yes: In compliance;
		  		  	No: Not in compliance
	    D.	  	Revenue received during the twelve month period beginning on January 1, 2016:	  	$                    
		  	Is line I.D equal to or greater than $75,000,000?	  	Yes: In compliance;
		  		  	No: Not in compliance
	    E.	  	Revenue received during the twelve month period beginning on January 1, 2017:	  	$                    
		  	Is line I.E equal to or greater than $100,000,000?	  	Yes: In compliance;
		  		  	No: Not in compliance
	    F.	  	Revenue received during the twelve month period beginning on January 1, [2018][2019]	  	$                    
		  	Is line I.F equal to or greater than $125,000,000?	  	Yes: In compliance;
		  		  	No: Not in compliance
			
	II.	  	Section 10.02: Minimum Cash	  	
	    A.	  	Minimum daily balance of cash and Permitted Cash Equivalent Investments of Borrower and its Subsidiaries during the most recently ended fiscal quarter of Borrower:	  	$                    
	    B.	  	Minimum cash balance required by Section 10.02:	  	$                    
        5
		  	 (i)     Minimum cash balance required of Borrower by Borrower’s
Permitted Priority Debt Creditors:
	  	$                    
		  	 (ii)    $2,000,000:
	  	$                    
		  	Is line II.A equal to or greater Line II.B?	  	Yes: In compliance;
		  		  	No: Not in compliance

  

	5 	Insert the greater of line II.B(i) and II.B(ii) 

  

  
 Exhibit E-4 








 Exhibit F 

to Term Loan Agreement 
 FORM
OF OPINION FROM CORPORATE COUNSEL 
  

  
 Exhibit F-1 








 [            ] [    ], 2013 

To: 
 Capital Royalty Partners II L.P., as a Lender and as
Control Agent 
 Capital Royalty Partners II – Parallel Fund “A” L.P., as a Lender 

Parallel Investment Opportunities Partners II L.P., as a Lender 

1000 Main Street, Suite 2500 
 Houston, TX 77002 

Re: Valeritas, Inc.  
 Ladies and Gentlemen: 

We have acted as special counsel for Valeritas, Inc., a Delaware corporation (the “Company”), in connection with the Term Loan Agreement dated
as of May [    ], 2013 (the “Term Loan Agreement”) among the Company, as Borrower and Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., and Parallel Investment
Opportunities Partners II L.P., as Lenders (collectively, the “Lenders”). Terms defined in the Term Loan Agreement are used as therein defined, unless otherwise defined herein. This opinion letter is being delivered to you pursuant
to Section 6.01(g)(x)(A) of the Term Loan Agreement. References in this opinion letter to the “DE UCC” are to the Uniform Commercial Code as currently in effect in the State of Delaware. References in this opinion letter to the
“MA UCC” are to the Uniform Commercial Code as currently in effect in the Commonwealth of Massachusetts. References in this opinion letter to the “NY UCC” are to the Uniform Commercial Code as currently in effect in the State of
New York. The terms in paragraph 12 that are defined in the DE UCC and that are not capitalized have the respective meanings given to them in the DE UCC. The terms in paragraph 14 that are defined in the MA UCC and that are not capitalized have the
respective meanings given to them in the MA UCC. The terms in paragraphs 11 and 13 that are defined in the NY UCC and that are not capitalized have the respective meanings given to them in the NY UCC. In addition, as used herein, “Lender
Security Entitlements” means “security entitlements” (as defined in Section 8-102(a)(17) of the MA UCC) with respect to collateral described in the Security Agreement now or hereafter credited to the Account (as defined in the
Control Agreement as defined below). 
 In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of (i) Fourth Amended and Restated Certificate of Incorporation of the Company dated as of November 16, 2012, as amended (the “Valeritas Amended Charter”), (ii) the Bylaws of the Company, as amended,
(iii) the Restated Certificate of Incorporation of Valeritas Security Corporation, a Delaware corporation (“Valeritas Security”, and together, with the Company, the “Opinion Parties”) dated as of May
[    ], 2013 (the “Valeritas Security Amended Charter”), (iv) the Bylaws of Valeritas Security and (v) and such 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 2 
  

 other documents and records, and other instruments as we have deemed appropriate for purposes of the opinions
set forth herein, including the following documents (the documents referred to in clauses (a) through (h) below are referred to herein as the “Loan Documents”): 

 

	 	(a)	the Term Loan Agreement; 

  

	 	(b)	(i) the Term Loan Note dated as of the date hereof with the Borrower, as the maker in favor of Capital Royalty Partners II L.P., as the holder, (ii) the Term Loan Note dated as of the date hereof with the
Borrower, as the maker in favor of Capital Royalty Partners II – Parallel Fund “A” L.P., as the holder and (iii) the Term Loan Note dated as of the date hereof with the Borrower, as the maker in favor of Parallel Investment
Opportunities Partners II L.P., as the holder; 

  

	 	(c)	the Security Agreement; 

  

	 	(d)	the Short-Form Patent Security Agreement dated as of May [    ], 2013 by the Borrower in favor of the Lenders; 

  

	 	(e)	the Short-Form Trademark, Security Agreement dated as of May [    ], 2013 by the Borrower in favor of the Lenders; (f) the Valeritas Security Side Letter; 


 

	 	(g)	(i) the Stock Purchase Warrant dated as of             by the Borrower as issuer and Capital Royalty Partners II L.P., as holder, (ii) the Stock
Purchase Warrant dated as of             by the Borrower as issuer and Capital Royalty Partners II – Parallel Fund “A” L.P., as holder and (iii) the Stock Purchase
Warrant dated as of             by the Borrower as issuer and Parallel Investment Opportunities Partners II L.P., as holder (collectively, the “Warrants”);


  

	 	(h)	the Account Control Agreement dated as of May [    ], 2013 (the “Control Agreement”) among the Company, Capital Advisors Group, Inc, Capital Royalty Partners II L.P. and State Street
Bank and Trust Company; 

  

	 	(i)	Good standing certificates, dated as of a recent date, with respect to the valid existence and good standing of each of the Opinion Parties, in each case, in the State of Delaware (collectively, the “Good
Standing Certificates”); 









 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 3 
  


	 	(j)	(i) Certificates dated as of a recent date, with respect to the qualification of each Opinion Party to do business in the Commonwealth of Massachusetts and (ii) a certificate dated as of a recent date, with
respect to the Company’s good standing in the State of New Jersey; (“Certificates of Foreign Qualifications”); and 

  

	 	(k)	(i) a copy of a Uniform Commercial Code financing statement (the “Company Financing Statement”) naming the Company as debtor and the Lenders as secured parties, filed in the Office of the Secretary
of State of the State of Delaware (the “DE Filing Office”) on May [    ], 2013, a copy of which are attached hereto as Schedule 1. 


We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of the documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed that the Loan Documents
constitute valid and binding obligations of each party thereto other than the Opinion Parties party thereto. 
 As to any facts that are material to the
opinions hereinafter expressed that we did not independently establish or verify, we have relied without investigation upon the representations of the Opinion Parties contained in the Loan Documents and upon certificates of officers of the Opinion
Parties. 
 In rendering the opinions set forth herein, whenever a statement or opinion set forth therein is qualified by “to our knowledge,”
“known to us” or by words of similar import, it is intended to indicate that, during the course of our representation of the Company in the subject transaction, no information has come to the attention of those lawyers in our firm who have
rendered legal services in connection with such transaction that gives us actual knowledge of the inaccuracy of such statement or opinion. We have not undertaken any independent investigation to determine the accuracy of facts material to any such
statement or opinion, and no inference as to such statement or opinion should be drawn from the fact of our representation of the Company. 
 We have relied
upon a certificate of an officer of the Company dated the date hereof, certifying that the items listed in such certificate are (i) all of the indentures, loan or credit agreements, leases, guarantees, mortgages, security agreements, bonds,
notes, other agreements or instruments (the “Valeritas Security Material Agreements”), and (ii) all of the judicial or administrative orders, writs, judgments, awards, injunctions and decrees (the “Valeritas Security
Orders”), which as to any matter in (i) or (ii) affect or purport to affect the Valeritas Security Amended Charter. 
 Based upon and
subject to the foregoing, and to the limitations and qualifications described below, we are of the opinion that: 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 4 
  

 1. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware. 
 2. Valeritas Security is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware. 
 3. Each Opinion Party is duly qualified to do business as a foreign corporation in the
Commonwealth of Massachusetts. The Company is duly qualified to do business as a foreign corporation in the State of New Jersey. 
 4. Each
of the Opinion Parties has the corporate power and authority to enter into and perform the Loan Documents to which it is a party, has taken all necessary corporate action to authorize the execution, delivery and performance of such Loan Documents
and has duly executed and delivered such Loan Documents to which it is a party. 
 5. Each Loan Document to which each Opinion Party is a
party is the valid and binding obligation of such Opinion Party enforceable against such Opinion Party in accordance with its terms. 
 6.
The execution and delivery by each Opinion Party of the Loan Documents to which it is a party do not, and the performance by such Opinion Party of its obligations thereunder will not, result in a violation of the Certificate of Incorporation or
Bylaws of such Opinion Party. 
 7. The execution and delivery by the Company of the Loan Documents to which it is a party does not, and the
performance by the Company of its obligations thereunder will not, require any approval from or filing with any governmental authority of the United States, the State of New York or any provision of the Delaware General Corporation Law. The
execution and delivery by Valeritas Security of the Loan Documents to which it is a party does not, and the performance by Valeritas Security of its obligations thereunder will not, require any approval from or filing with any governmental authority
of the United States, the State of New York or any provision of the Delaware General Corporation Law. 
 8. The execution and delivery by the
Company of the Loan Documents to which it is a party does not, and the performance by the Company of its obligations thereunder will not, result in any violation of any federal law of the United States or law of the State of New York or any
provision of the Delaware General Corporation Law. The execution and delivery by Valeritas Security of the Loan Documents to which it is a party does not, and the performance by Valeritas Security of its obligations thereunder will not, result in
any violation of any federal law of the United States or law of the State of New York or any provision of the Delaware General Corporation Law. 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 5 
  

 9. The extension of credit made on the date hereof and the use of the proceeds thereof in
accordance with the provisions of the Term Loan Agreement do not violate the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. 

10. Neither Opinion Party is an “investment company” within the meaning of, and subject to regulation under, the Investment Company
Act of 1940, as amended. 
 11. The Security Agreement is effective to create in favor of the Lenders, as security for the Secured
Obligations, as defined in the Security Agreement, a security interest (the “Article 9 Security Interest”) in the collateral described in the Security Agreement in which a security interest may be created under Article 9 of the NY
UCC (the “Article 9 Collateral”). 
 12. As a result of the filing of the Company Financing Statement with the DE Filing
Office, the Article 9 Security Interest in that portion of the Article 9 Collateral of the Borrower in which a security interest may be perfected by the filing of a financing statement under the DE UCC has been perfected. 

13. The Article 9 Security Interest in that portion of the Article 9 Collateral consisting of certificated securities represented by the
certificates identified on Annex 2 to the Security Agreement will be perfected upon delivery of the certificates to the Control Agent, together with duly executed stock powers or other transfer powers in blank. 

14. The provisions of the Control Agreement are effective to perfect the security interest of the Control Agent in the Lender Security
Entitlements. 
 15. The issuance, sale and delivery of the Warrants, and the reservation, issuance and delivery of the Common Stock of the
Company issuable upon the exercise of the Warrants, have been duly authorized by all required corporate action of the Company. The shares of Common Stock initially issuable upon exercise of the Warrants, upon exercise and payment in accordance with
the terms of the Warrants, will be validly issued, fully paid and nonassessable. 
 16. The offer and sale of the Warrants are exempt from
the registration requirements of the Securities Act of 1933, as amended. 
 17. Valeritas Security has 1,000,100 authorized shares of Common
Stock, par value $0.0001 per share (the “Common Stock”), 1,000,000 of which have been designated Class A Common Stock and 100 of which have been designated as Class B Common Stock. The shares of Class B Common Stock, upon
issuance in accordance with (i) the Subscription Agreement dated as of May [    ], 2013 by and between Valeritas Security and Capital Royalty Partners II L.P., (ii) the Subscription Agreement dated as of May
[    ], 2013 by and between Valeritas Security and Capital Royalty Partners II – Parallel Fund “A” L.P., (iii) the Subscription 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 6 
  

 Agreement dated as of May [    ], 2013 by and between Valeritas Security and Parallel
Investment Opportunities Partners II L.P. (collectively, the “Subscription Agreements”), have been duly authorized and, upon issuance in accordance with the terms thereof, will constitute validly issued shares of Valeritas Security
and will be fully paid and nonassessable. The rights, powers and preferences, and the qualifications, limitations and, restrictions thereof, of the Class B Common Stock are as stated in the Valeritas Security Amended Charter filed with the Secretary
of State of the State of Delaware on May [    ], 2013, as amended from time to time in accordance with the terms thereof. 

18. The Valeritas Security Amended Charter did not and will not (i) result in any breach or default of any of the provisions of any
Valeritas Security Material Agreement, (ii) result in a violation of the Certificate of Incorporation of Valeritas Security dated as of December 22, 2011 or the Bylaws of Valeritas Security, (iii) result in any violation of the
Delaware General Corporation Law or (iv) result in a violation of any Valeritas Security Order, except, in the case of clauses (i), (iii) and (iv) above, such conflicts, breaches, violations or defaults that, individually or in the
aggregate, would not have a Material Adverse Effect. 
 19. The Valeritas Amended Charter and the Valeritas Security Amended Charter have
been duly filed with the Secretary of State of the State of Delaware and are effective as of the date of such filing. 
 20. The opinions
expressed above are subject to the following limitations, exceptions, qualifications and assumptions: 
 A. The opinions expressed herein are
subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing.

 B. Provisions of the Loan Documents relating to indemnification or exculpation may be limited by public policy or by law. 

C. The opinions expressed in this opinion letter are limited to the laws of the State of New York, the General Corporation Law of the State of
Delaware, the DE UCC, the MA UCC and the Federal laws of the United States of America, and we express no opinion with respect to any other laws of any state or jurisdiction. With respect to the DE UCC and MA UCC, we have, with your permission,
confined our investigation of the laws of such jurisdiction(s) to an examination of the relevant provisions of the Uniform Commercial Code as in effect in such jurisdictions as set forth in the CCH Secured Transactions Guide (as updated through
April 23, 2013), without regard to any case law decided thereunder or other laws or regulations related thereto. 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 7 
  

 D. For purposes of our opinions in paragraphs 1 and 2 hereof as to the valid existence and
good standing of the Opinion Parties, we have relied solely upon the Good Standing Certificates. For purposes of our opinion in paragraph 3 hereof as to the due qualification of the Opinion Parties as foreign corporations in the Commonwealth of
Massachusetts and/or the State of New Jersey, as applicable, we have relied solely upon the Certificates of Foreign Qualification. For purposes of our opinions in paragraphs 19 hereof, we have relied solely upon copies of the Valeritas Amended
Charter and the Valeritas Security Amended Charter certified by the Delaware Secretary of State. 
 E. We have considered only such laws and
regulations that in our experience are typically applicable to a transaction of the nature contemplated by the Loan Documents. 
 F. Certain
waivers by the Opinion Parties in the Loan Documents may relate to matters that cannot, as a matter of law, be effectively waived. Without limiting the foregoing, you should be aware that under applicable law guarantors may be entitled to certain
rights or protections which as a matter of statutory or common law may not be waived or altered. We express no opinion herein as to the enforceability of any provision of any Loan Document which purport to waive or alter such rights or protections,
except to the extent permitted by law. 
 G. The enforceability of the Loan Documents, may be limited by the unenforceability under certain
circumstances of provisions imposing penalties, forfeitures, late payment charges or an increase in interest rate upon delinquency in payment or an occurrence of default. 

H. In connection with the opinions set forth in paragraphs 11-13, we have assumed that the Company has power to transfer, rights (to the extent
necessary to grant a security interest) in the Article 9 Collateral existing on the date hereof and will have, or will have the power to transfer, rights (to such extent) in property which becomes Article 9 Collateral after the date hereof. 

I. We express no opinion as to (i) the perfection of any security interest in any Collateral consisting of timber to be cut or
as-extracted collateral or goods which are or are to become fixtures or (ii) the priority of any security interest. 
 J. In connection
with the opinions set forth in paragraphs 12-13, the perfection of a security interest in any collateral consisting of “proceeds” (as defined in the Uniform Commercial Code of the applicable jurisdiction) is subject to limitations set
forth in Section 9-315 of the Uniform Commercial Code of the applicable jurisdiction. 
 K. In rendering the opinion expressed in
paragraph 16 above, we have assumed that Company has made no offer to sell the Warrants by means of any publication of any advertisement therefor or any general solicitation. 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 8 
  

 L. We express no opinion as to whether the stockholder consent rights set forth in the
Valeritas Security Amended Charter, or any exercise thereof by the holders of Class B Common Stock, could be deemed to be participation in the management and control of the business of Valeritas Security. 

M. We have assumed that the certificates representing the Class A Common Stock and Class B Common Stock will contain conspicuous legends
noting the transfer restrictions contained in the Valeritas Security Amended Charter and that such restrictions on transfer were established for a reasonable purpose. 

N. We assume that the Company Financing Statement has not been amended, modified or terminated in any manner. 

O. We note that (i) the Loan Documents (other than the Control Agreement and the Warrants) contain provisions stating that they are to be
governed by the laws of the State of New York, (ii) the Control Agreement contains a provision stating that it is to be governed by the laws of the Commonwealth of Massachusetts and (iii) the Warrants contain provisions stating that they
are to be governed by the laws of the State of Delaware (each contractual choice of law clause being referred to as a “Chosen-Law Provision”). Except to the extent that such a Chosen-Law Provision is made enforceable by New York
General Obligations Law Section 5-1401, as applied by a New York state court or a federal court sitting in New York and applying New York choice of law principles, no opinion is given herein as to any Chosen-Law Provision, or otherwise as to
the choice of law or internal substantive rules of law that any court or other tribunal may apply to the transactions contemplated by the Loan Documents. 

P. We call to your attention that, under the MA UCC, actions taken by the Control Agent (including amending any agreement relating to the
Account (as defined in the Control Agreement) in a manner which either (a) eliminates the Control Agent’s “control” over the Lender Security Entitlements, (b) changes the identity of the entitlement holder of the Account (as
defined in the Control Agreement), or (c) changes the law governing the Account (as defined in the Control Agreement) may adversely affect the security interest of the Control Agent in the Lender Security Entitlements We have assumed that the
Account (as defined in the Control Agreement) is maintained as and constitutes a “securities account” as defined in Section 8-501(a) of the MA UCC. We have assumed that State Street Bank and Trust Company will at all times will be a
“securities intermediary” within the meaning of Section 8-102(14) of the MA UCC and will at all times be acting in that capacity. We have assumed that the Account (as defined in the Control agreement) has been established and will be
maintained in accordance with the provisions of the Control Agreement. We express no opinion whether or to what extent any particular item of property credited to the Account is a “financial asset” subject to the MA UCC. 

Q. In connection with the opinions set forth in paragraphs paragraph 15-17, we have relied upon the representations and warranties contained in
the Subscription Agreements and Section 8 of the Warrants. 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 9 
  

 R. We express no opinion as to: 

(i) The enforceability of any provision of the Loan Documents insofar as it provides that any Person purchasing a participation from the Lender
or other Person may exercise set-off or similar rights with respect to such participation or that a Lender or other Person may exercise set-off or similar rights other than in accordance with applicable law. 

(ii) The enforceability of any provision of the Loan Documents permitting modification thereof only by means of an agreement in writing signed
by the parties thereto. 
 (iii) The enforceability of any provision of the Loan Documents purporting to waive the right to trial by jury.

 (iv) The enforceability of any provision of the Loan Documents purporting to grant the right to confess judgment against the Opinion
Parties. 
 This opinion letter is effective only as of the date hereof. We do not assume responsibility for updating this opinion letter as of any date
subsequent to its date, and we assume no responsibility for advising you of any changes with respect to any matters described in this opinion letter that may occur subsequent to the date of this opinion letter or from the discovery, subsequent to
the date of this opinion letter, of information not previously known to us pertaining to the events occurring prior to such date. 
 This opinion letter is
furnished by us solely for the benefit of the Lenders and their respective successors and permitted assigns and participants pursuant to the Term Loan Agreement, and this opinion letter may not be relied upon by such parties for any other purpose or
by any other person or entity for any purpose whatsoever. This opinion letter is not to be quoted in whole or in part or otherwise referred to or used or furnished to any other person, except as may be required by any governmental authority or
pursuant to legal process, without our express written consent. 
 Very truly yours, 








 Capital Royalty Partners II L.P. 

Capital Royalty Partners II – Parallel Fund “A” L.P. 

Parallel Investment Opportunities Partners II L.P. 
 May
[    ], 2013 
 Page 10 
  

 Schedule 1 







 Exhibit G 

to Term Loan Agreement 
 FORM
OF LANDLORD CONSENT 
  

  
 Exhibit G-1 








 LANDLORD CONSENT 

WHEREAS, CAPITAL ROYALTY PARTNERS II L.P., as Collateral Agent (“CRPII”, and in such capacity, “Collateral
Agent”) and the lenders party thereto from time to time including CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P. and PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P., each in its capacity as a Lender (“each a
“Lender” and collectively, the “Lenders”), has entered into a term loan agreement and a security agreement, each dated as of May    , 2013, with VALERITAS, INC. (“Debtor”)
pursuant to which Lenders have been granted, with certain exceptions, a security interest in all of Debtor’s personal property, including, but not limited to, inventory, equipment and trade fixtures (hereinafter “Personal
Property”) but specifically excluding building fixtures and improvements to real estate, and 
 WHEREAS, THE TAMING OF THE
SHREWSBURY, LLC, O’NEILL PARTNERS, LLC, and CHANSKI, LLC as tenants in common (collectively, the “Landlord”) are the owners of the real property located at 800 Boston Turnpike, Shrewsbury, Massachusetts (the
“Premises”); and 
 WHEREAS, Landlord has entered into that certain Lease Agreement dated December 22, 2007 with
Debtor, as tenant (collectively, the “Lease”); and 
 WHEREAS, certain of the Personal Property has or may become affixed
to or be located on, wholly or in part, the Premises. 
 NOW, THEREFORE, in consideration of any loans or other financial accommodation
extended by Lenders to Debtor at any time, and other good and valuable consideration, the parties agree as follows: 
 (a) Landlord
subordinates to Lenders all rights of security interest or other interest Landlord may now or hereafter have in any of the Personal Property whether for rent or otherwise while Debtor is indebted to Lenders; 

(b) That the Personal Property may be installed in or located on the Premises and is not and shall not be deemed a fixture or part of the real
estate and shall at all times be considered personal property; 
 (c) That Collateral Agent or its representatives may enter upon the
Premises during normal business hours, and upon not less than 24-hours advance notice, to inspect the Personal Property; 
 (d) That
Collateral Agent, at its option, upon written notice delivered to Landlord not less than ten (10) business days in advance, may enter the Premises during normal business hours for the purpose of repossessing, removing or otherwise dealing with
said Personal Property; provided that neither Collateral Agent nor Lenders shall be permitted to operate the business of Debtor on the Premises or sell, auction or otherwise dispose of any Personal Property at the Premises or advertise any of the
foregoing; and such license shall continue, subject to paragraph (g) below, from the date Collateral Agent enters the Premises for as long as Collateral Agent reasonably deems necessary but not to exceed a period of ten (10) days. During
the period Collateral Agent occupies the Premises, it shall pay to Landlord the Rent and Additional Rent provided under the Lease relating to the Premises, prorated on a per diem basis to be determined on a thirty (30) day month, without
incurring any other obligations of Debtor; 
 (e) Collateral Agent shall pay to Landlord any costs for damage to the Premises or the building
in which the Premises is located in removing or otherwise dealing with said Personal Property and shall indemnify and hold harmless Landlord from and against (i) all claims, disputes and expenses, including reasonable attorneys’ fees,
suffered or incurred by Landlord arising from Collateral Agent’s exercise of any of its rights hereunder, and (ii) any injury to third persons, caused by actions of Collateral Agent pursuant to this consent; 

  
 - 1 - 








 (f) Landlord agrees to give notice to Collateral Agent in writing by certified mail or facsimile
of Landlord’s intent to exercise its remedies in response to any default by Debtor of any of the provisions of the Lease, to: 

Capital Royalty Partners II L.P. 

1000 Main Street, Suite 2500 

Houston, TX 77002 

Attention: General Counsel 

Fax: 713.209.7351 

(g) If Landlord acquires possession of the Premises after a default by Debtor, it may require that the Personal Property be removed by
Collateral Agent within sixty (60) days following written notice in accordance with paragraph (f) above. 
 (h) If Collateral Agent
fails to exercise its right to remove the Personal Property strictly in accordance with the requirements and conditions of this consent, Landlord may proceed with any remedies available to it by reason of Debtor’s default under the Lease and
may remove all Personal Property from the Premises and dispose of same, without regard to this consent or Collateral Agent’s security interest in the Personal Property. 

(i) Landlord shall have no obligation to preserve or protect the Personal Property or take any action in connection therewith, and Lenders
waive all claims they may now or hereafter have against Landlord in connection with the Personal Property. 
 (j) Upon payment and
performance of all indebtedness secured by the Personal Property to Lenders, Lenders shall, upon Landlord’s or Debtor’s request, execute and/or file any release or termination statement reasonably necessary to evidence Lenders’
release of the subordination herein provided by it. In no event shall this consent remain in force or effect after the date that the Lease is terminated or expires. 

(k) Nothing contained herein shall be construed to amend the Lease, and the Lease remains unchanged and in full force and effect. 

This consent shall be construed and interpreted in accordance with and governed by the laws of the Commonwealth of Massachusetts. 

This consent may not be changed or terminated orally and is binding upon and shall inure to the benefit of Landlord, Collateral Agent, Lenders
and Debtor and the heirs, personal representatives, successors and assigns of Landlord, Collateral Agent, Lenders and Debtor. 
 [Signature
Page follows] 

  
 - 2 - 








 Dated this     day of     , 2013. 

 

			
	LANDLORD:
	
	THE TAMING OF THE SHREWSBURY, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	O’NEILL PARTNERS, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	CHANSKI, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  


 [Signature Page to Landlord Consent] 








							
	LENDERS:
	
	CAPITAL ROYALTY PARTNERS II L.P.
		 	By CAPITAL ROYALTY PARTNERS II GP L.P., its General Partner
		 		 	By CAPITAL ROYALTY PARTNERS II GP LLC, its General Partner
				
		 		 	By	 	  

		 		 		 	Name: Charles Tate
		 		 		 	Title: Sole Member
	
	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P.
		 	By CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” GP L.P., its General Partner
		 		 	By CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” GP LLC, its General Partner
				
		 		 	By	 	  

		 		 		 	Name: Charles Tate
		 		 		 	Title: Sole Member
	
	PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P.
		 	By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP L.P., its General Partner
		 		 	By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP LLC, its General Partner
				
		 		 	By	 	  

		 		 		 	Name: Charles Tate
		 		 		 	Title: Sole Member

 [Signature Page to Landlord Consent] 








			
	DEBTOR:
	
	VALERITAS, INC.
		
	By:	 	 
	Name:	 	James Dentzer
	Title:	 	Chief Financial Officer

 [Signature Page to Landlord Consent] 







 Exhibit H 

to Term Loan Agreement 
 FORM
OF SUBORDINATION AGREEMENT 
  

  
 Exhibit H-1 








 SUBORDINATION AGREEMENT 

This Subordination Agreement (this “Agreement”) is made as of May 24, 2013, among Capital Royalty Partners II
L.P., a Delaware limited partnership (“CRII”), Capital Royalty Partners II – Parallel Fund “A” L.P., a Delaware limited partnership (“CRII Parallel”), Parallel Investment Opportunities
Partners II L.P., a Delaware limited partnership (“Parallel Investment” and, collectively with CRII and CRII Parallel, and their successors and assigns, the “Lenders”), and WCAS Capital Partners IV,
L.P., a Delaware limited partnership (“WCAS”). 
 Recitals 

 

	A.	Valeritas, Inc., a Delaware corporation (“Borrower”), has issued in favor of WCAS the Subordinated Note (as defined below). 


 

	B.	Lenders and Borrower have entered into the Senior Term Loan Agreement (as defined below) and the Senior Term Loan Security Agreement (as defined below) to grant a security interest in the Collateral (as defined below)
in favor of Lenders as security for the payment of Borrower’s obligations under the Senior Term Loan Agreement. 

  

	C.	To induce Lenders to make and maintain the credit extensions to Borrower under the Senior Term Loan Agreement, WCAS agrees to (i) subordinate in right and time of payment, the Subordinated Debt (as defined below)
to payment in full of the Senior Debt (as defined below) on the terms and conditions herein set forth and (ii) not obtain any security interests in the Collateral to secure the Subordinated Debt. 


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 
  

	1.	Definitions. As used herein, the following terms have the following meanings: 


“Collateral” means “Collateral” as defined in the Senior Term Loan Security Agreement. 

“Enforcement Action” means, with respect to any indebtedness or obligation (contingent or otherwise) or Collateral at
any time held by any Lender or holder of the Subordinated Note: commencing by judicial or non-judicial means the enforcement with respect to such indebtedness, obligation or Collateral of any of the default remedies under any of the applicable
agreements or documents of such Lender or holder, the UCC or other applicable law (other than the mere issuance of a notice of default and the right by the holder of the Subordinated Note to seek specific performance with respect to any covenants in
favor of the holder thereunder); repossessing, selling, leasing or otherwise disposing of all or any part of such Collateral, or exercising account debtor or obligor notification or collection rights with respect to all or any portion thereof, or
attempting or agreeing to do so; or appropriating, setting off or applying to such Lender or holder’s claim any part or all of such Collateral or other property in the possession of, or coming into the possession of, such Lender or holder or
its agent, trustee or bailee. 







 “Insolvency Event” means that Borrower shall have applied for, consented
to or acquiesced in the appointment of a trustee, receiver or other custodian for it or any of its 
 property, or made a general assignment for the benefit
of creditors and, in the absence of such application, consented or acquiesced, permitted or suffer to exist the appointment of a trustee, receiver or other custodian for it or for a substantial part of its property, and such trustee, receiver or
other custodian shall not have been discharged within sixty days; or permitted or suffered to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect of it, and if any such case or proceeding was not commenced by it, such case or proceeding shall have been consented to or acquiesced in by it or shall have resulted in the entry of an
order for relief or shall have remained for sixty (60) days undismissed. 
 “Permitted Subordinated Debt
Payment” means any payment or distribution in respect of the Subordinated Debt which consists solely of (i) non-cash PIK Interest (as defined in the Subordinated Note on the date hereof), (ii) the payment of expenses to the
holder of the Subordinated Note pursuant to Article 10 of the Subordinated Note, and (iii) a one-time payment in cash of all interest on the Subordinated Note that was accrued and unpaid prior to the date hereof, in the amount of $200,000. 

“Person” means “Person” as defined in the Senior Term Loan Agreement. 

“Required Lenders” means, as of the date of any determination, Lenders having more than 50% of the sum of the
(a) outstanding principal amount of Loans (as defined in the Senior Term Loan Agreement) and (b) aggregate unused Commitments (as defined in the Senior Term Loan Agreement). 

“Senior Term Loan Agreement” means that certain Term Loan Agreement, dated as of May 24, 2013 between Borrower
and the Lenders, as amended, restated, supplemented or otherwise modified from time to time, but without giving effect to any amendment and/or restatement, supplement, renewal or other modification prohibited by this Agreement. 

“Senior Term Loan Documents” means, collectively, the Loan Documents (as defined in the Senior Term Loan Agreement),
in each case as amended, restated, supplemented or otherwise modified from time to time, but without giving effect to any amendment and/or restatement, supplement, renewal or other modification prohibited by this Agreement. 

“Senior Term Loan Security Agreement” means that certain Security Agreement, dated as of May 24, 2013, between
Borrower and the Secured Parties (as defined therein), as amended, restated, supplemented or otherwise modified from time to time, but without giving effect to any amendment and/or restatement, supplement, renewal or other modification prohibited by
this Agreement. 
 “Senior Debt” means the Obligations (as defined in the Senior Term Loan Agreement). 

“Senior Discharge Date” has the meaning set forth in Section 2. 

“Subordinated Debt Documents” means, collectively, the Subordinated Note and any other loan document or agreement
entered into by Borrower in connection with the Subordinated Note, as amended, restated, supplemented or otherwise modified from time to time, but without giving effect to any amendment and/or restatement, supplement, renewal or other modification
prohibited by this Agreement. 

  
 2 








 “Subordinated Debt” means and includes all obligations, liabilities and
indebtedness of Borrower owed to WCAS under the Subordinated Debt Documents, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with the
Subordinated Debt Documents, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations, in each case to the extent payable under the
Subordinated Debt Documents. 
 “Subordinated Note” means the Note issued by Borrower to WCAS, dated
September 8, 2011, as amended by that certain Amendment No. 1 to Note, dated as of May 24, 2013, as such note is amended, restated, supplemented or otherwise modified from time to time, but without giving effect to any amendment
and/or restatement, supplement, renewal or other modification prohibited by this Agreement. 
 “UCC” means the
Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York. 

2. Payment Subordination. Notwithstanding the terms of the Subordinated Debt Documents, until all of the Senior Debt is paid in full (other than
contingent indemnification obligations and the Warrant Obligations (as defined in the Senior Term Loan Agreement)) and all commitments of Lenders under the Senior Term Loan Documents have been terminated (such date, the “Senior Discharge
Date”), except with respect to Permitted Subordinated Debt Payments, (a) all payments in respect of the Subordinated Debt are subordinated in right and time of payment to all payments in respect of the Senior Debt, and
(b) WCAS will not demand or receive from Borrower (and Borrower will not pay) any part of the Subordinated Debt, whether by payment, prepayment, or otherwise, or accelerate the Subordinated Debt, except as permitted pursuant to this Agreement.

 3. Subordination of Remedies. Until the Senior Discharge Date, WCAS will not accelerate the maturity of all or any portion of the Subordinated
Debt, exercise any remedy with respect to the Collateral, or take any other Enforcement Action with respect to the Subordinated Debt. 
 4. Insolvency
Proceedings. These provisions remain in full force and effect, despite an Insolvency Event, and Lenders’ claims against Borrower and Borrower’s estate will be fully paid before any payment is made to WCAS. 

5. Distributions of Proceeds of Collateral. All realizations upon any Collateral pursuant to an Enforcement Action or otherwise subject to this
Agreement shall be applied first to the Senior Debt before any payment may be made to WCAS. 

  
 3 








 6. Attorney-In-Fact. Until the Senior Discharge Date, WCAS irrevocably appoints Lenders as its
attorney-in-fact, with power of attorney with power of substitution, in WCAS’s name or in Lenders’ name, for Lenders’ use and benefit, to do the following during an Insolvency Event: 

file appropriate claims in respect of the Subordinated Debt on behalf of WCAS if WCAS does not do so at least 30 days before the time to file
claims expires (provided that the Lenders shall use good faith diligent efforts promptly to give WCAS copies of such claims or notice of such action, as the case may be, but failure by Lenders to do so shall not impair the rights of the
Lenders under this Agreement or otherwise result in the imposition of any liability on the Lenders hereunder) if Lenders elect, in their sole discretion, to file such claim or claims; 

Such power of attorney is irrevocable and coupled with an interest. 

7. Legend; Amendment of Debt. 
 (a) WCAS
will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. 

(b) Until the Senior Discharge Date, WCAS shall not, without prior written consent of the Required Lenders, agree to any amendment,
modification or supplement to the Subordinated Debt Documents, if the effect of such amendment, modification or supplement is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, (ii) increase the
interest rate in respect of the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of
the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or Lenders; (iv) impose on Borrower any new or additional prepayment charges, premiums, reimbursement obligations,
reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous,
restrictive or burdensome to Borrower; (vi) grant a lien or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, or (vii) otherwise increase the
obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCAS, which individually or in the aggregate would be materially adverse to Borrower or Lenders, provided, however, that
WCAS shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modified. 

(c) Until the Senior Discharge Date, Lenders may take such action with respect to the Senior Debt as Lenders, in their sole discretion, may
deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may not, without prior written consent of WCAS, agree to any amendment, modification or supplement to the Senior Term
Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of the Senior Debt; (ii) increase the interest rates applied to the unpaid principal balance of the Senior Debt;
or (iii) impose any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereof. No action or inaction will impair or otherwise affect
Lenders’ rights under this Agreement. 

  
 4 








 8. WCAS Acknowledgement of Lien Subordination. WCAS acknowledges and agrees that the Lenders have been
granted liens upon the Collateral, and WCAS hereby consents thereto and to the incurrence of the Senior Debt. WCAS represents and warrants to the Lenders that as at the date of this Agreement, the Subordinated Debt is unsecured. WCAS agrees that it
shall not obtain a lien or security interest on any asset or Collateral to secure all or any portion of the Subordinated Debt; provided further that should WCAS obtain a lien or security interest on any asset or Collateral to secure all or any
portion of the Subordinated Debt for any reason, notwithstanding the respective dates of attachment and perfection of the security interests in the Collateral in favor of the Lenders or WCAS, or any contrary provision of the UCC, or any applicable
law or decision to the contrary, or the provisions of the Senior Term Loan Documents or the Subordinated Debt Documents, and irrespective of whether WCAS or the Lenders hold possession of any or all part of the Collateral, all now existing or
hereafter arising security interests in the Collateral in favor of WCAS in respect of the Subordinated Debt Documents shall at all times be subordinate to the security interest in such Collateral in favor of the Lenders in respect of the Senior Term
Loan Documents. Additionally, WCAS shall not accept or take any guaranty of the Subordinated Debt. 
 Until the Senior Discharge Date, in
the event of any private or public sale or other disposition of all or any portion of the Collateral, WCAS agrees that such Collateral shall be sold or otherwise disposed of free and clear of any liens in favor of WCAS in respect of the Subordinated
Debt Documents. WCAS agrees that any such sale of Collateral shall not require any consent from WCAS. 
 9. Representations and Warranties. Each
party hereto represents and warrants to each other party hereto that: 
 (a) all action on the part of such party, its officers,
directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of such party hereunder has been taken; 

(b) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with
its terms; 
 (c) the execution, delivery and performance of and compliance with this Agreement by such party will not (i) result
in any material violation or default of any term of any of such party’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or
(ii) violate any material applicable law, rule or regulation. 
 10. Term; Reinstatement. This Agreement shall remain effective until the Senior
Discharge Date. If, after the Senior Discharge Date, Lenders must disgorge any payments made on the Senior Debt for any reason (including, without limitation, the bankruptcy of Borrower), this Agreement and the relative rights and priorities
provided in it, will be reinstated as to all disgorged payments as though such payments had not been made, and WCAS will immediately pay Lenders all payments received in respect of the Subordinated Debt to the extent such payments or retention
thereof would have been prohibited under this Agreement. 

  
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 11. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be
enforceable by each Lender and WCAS and in each case their respective successors or assigns. WCAS shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any related document or any interest in
any Collateral therefor unless prior to the consummation of any such action, the transferee thereto shall execute and deliver to Lenders an agreement of such transferee to be bound hereby, or an agreement substantially identical to this Agreement
providing for the continued subjection of the Subordinated Debt, any interests of the transferee in the Collateral and the remedies of the transferee with respect thereto as provided herein with respect to WCAS and for the continued effectiveness of
all of the other rights of Lenders arising under this Agreement, in each case in form satisfactory to Lenders. 
 12. Further Assurances. WCAS hereby
agrees to execute such documents and/or take such further action as Lenders may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations
of this Agreement from time to time hereafter. 
 13. Reliance. For the avoidance of doubt, in connection with any payment or distribution by WCAS to
any Lender, WCAS shall be entitled to rely for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness or obligations of Borrower, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Agreement and for purposes of determining whether the provisions of this Agreement have been fully effectuated and carried out, and
the rights and obligations of the parties hereto given effect, (i) upon any order, judgment or decree of a court of competent jurisdiction in which (x) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating
to Borrower or its property is pending or (y) any other proceeding to which the Lenders have been properly joined as parties is pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or
distribution to WCAS or (iii) upon any trustee, agent or other representative for the holder of the applicable Senior Debt. In the event that WCAS determines, in good faith (and with a reasonable basis for so concluding), that evidence is
required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Agreement, WCAS may request such Person to furnish reasonable evidence as to the amount of such Senior Debt
held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Agreement, and, if such evidence is not furnished, WCAS may defer any
payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
 14. Counterparts. This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Executed counterparts may be delivered by facsimile. 

 

	15.	Governing Law; Waiver of Jury Trial. 


  
 6 








 (a) This Agreement and the rights and obligations of the parties hereunder shall be governed by,
and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New
York General Obligations Law shall apply. 
 (b) EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. 
 16. Entire Agreement; Waivers and Amendments. This
Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Lenders and WCAS are not relying on any representations by the other creditor party or Borrower
in entering into this Agreement. No amendment, modification, supplement, termination, consent or waiver of or to any provision of this Agreement, nor any consent to any departure therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders and WCAS. Any waiver of any provision of this Agreement, or any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the
specific purpose for which given. No failure or delay on the part of any Lender or WCAS in the exercise of any power, right, remedy or privilege under this Agreement shall impair such power, right, remedy or privilege or shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise of any other power, right or privilege. The waiver of any such right, power, remedy or privilege with respect to
particular facts and circumstances shall not be deemed to be a waiver with respect to other facts and circumstances. 
 17. Legal Fees. In the event
of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable, invoiced and out-of-pocket costs and expenses,
including reasonable attorneys’ fees, incurred in such action. 
 18. Severability. Any provision of this Agreement which is illegal, invalid,
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent such illegality, invalidity, prohibition or unenforceability without invalidating or impairing the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction. 
 19. Notices. All notices, demands, instructions and other
communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be delivered or sent by first-class mail, postage prepaid, or by overnight courier or messenger service or by facsimile, message
confirmed, and shall be deemed to be effective for purposes of this Agreement on the day that delivery is made or refused. Unless otherwise specified in a notice mailed or delivered in accordance with the foregoing sentence, notices, demands,
instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and facsimile numbers indicated on the signature pages hereto. 

  
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 20. Loan Document. Notwithstanding anything to the contrary in the Senior Term Loan Agreement, the parties
agree that this Agreement shall be a “Loan Document” under the Senior Term Loan Agreement. 
 [Signature pages follow.] 


  
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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written. 
  

			
	WCAS:
	
	WCAS CAPITAL PARTNERS IV, L.P.
	
	By WCAS CP IV Associates LLC, its General Partner
		
	By	 	  

		 	Name:
		 	Title:
	
	Address for Notices:
	  

 

	Attn:	 	
	Tel:	 	
	Fax:	 	










							
	LENDERS:
	
	CAPITAL ROYALTY PARTNERS II L.P.
		 	 By CAPITAL ROYALTY PARTNERS II GP

L.P., its General Partner

		 		 	 By CAPITAL ROYALTY PARTNERS II
 GP
LLC, its General Partner

				
		 		 	By	 	  

		 		 		 	Name: Charles Tate
		 		 		 	Title: Sole Member
	
	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P.
		 	By CAPITAL ROYALTY PARTNERS II –
		 	PARALLEL FUND “A” GP L.P., its General
		 	Partner
		 		 	By CAPITAL ROYALTY PARTNERS II –
		 		 	PARALLEL FUND “A” GP LLC, its
		 		 	General Partner
				
		 		 	By	 	  

		 		 		 	Name: Charles Tate
		 		 		 	Title: Sole Member
		 		 		 	
	
	PARALLEL INVESTMENT OPPORTUNITIES
	PARTNERS II L.P.
		 	By PARALLEL INVESTMENT
		 	OPPORTUNITIES PARTNERS II GP L.P., its
		 	General Partner
		 		 	By PARALLEL INVESTMENT
		 		 	OPPORTUNITIES PARTNERS II GP LLC,its General Partner
				
		 		 	By	 	  

		 		 		 	Name: Charles Tate
		 		 		 	Title: Sole Member
	
	Address for Notices:
	1000 Main Street, Suite 2500
	Houston, TX 77002
	Attn: General Counsel
	Tel: 713.209.7350
	Fax: 713.209.7351









			
	Acknowledged and Agreed to:
	
	BORROWER:
	
	VALERITAS, INC.
		
	By	 	  

		 	Name: James Dentzer
		 	Title: Chief Financial Officer
	
	Address for Notices:
	750 Route 202 South, Suite 100
	Attn: James Dentzer
	Bridgewater, NJ 08807
	Tel: 908.927.9920
	Fax: 908.927.9927