Common use of Authorization of Series B Preferred Stock Clause in Contracts

Authorization of Series B Preferred Stock. To the extent that any Notes remain outstanding as of June 30, 2015, the Company agrees to, at the election of and upon request by the Purchasers holding at least a majority (50%) of the principal amount of the then-outstanding Notes, promptly use its best efforts to solicit approval by its Board of Directors and stockholders and to take such other actions reasonably necessary to amend its Restated Charter (as may be amended or restated from time to time) to authorize sufficient shares of Series B Preferred Stock to provide for the conversion of such Notes into shares of Series B Preferred Stock, pursuant to Section 2(a) of the Notes. The parties have executed this Convertible Note Purchase Agreement as of the date first written above. COMPANY: CARBYLAN THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President & Chief Executive Officer Address: 0000 Xxxxxx Xxxxx Palo Alto, CA 94304 The parties have executed this Convertible Note Purchase Agreement as of the date first written above. PURCHASER: VIVO VENTURES FUND VI, L.P. By: Vivo Ventures VI, LLC, its General Partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx, M.D., Ph.D. Title: Managing Member VIVO VENTURES VI AFFILIATES FUND, L.P. By: Vivo Ventures VI, LLC, its General Partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx, M.D., Ph.D. Title: Managing Member The parties have executed this Convertible Note Purchase Agreement as of the date first written above. PURCHASER: INTERWEST PARTNERS IX, LP By: InterWest Management Partners IX, LLC, its General Partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: The parties have executed this Convertible Note Purchase Agreement as of the date first written above. PURCHASER: ACP IV, L.P. By: ACMP IV, LLC, its General Partner By: /s/ Guy Xxxx Xxxxx Name: Guy Xxxx Xxxxx Title: Exhibit A – Schedule of Purchasers Exhibit B – Form of Convertible Promissory Note EXHIBIT A SCHEDULE OF PURCHASERS SEPTEMBER 29, 2014 Purchaser Note Purchase Price Vivo Ventures Fund VI, L.P. $1,513,688.51 Vivo Ventures VI Affiliates Fund, L.P. $11,089.29 InterWest Partners IX, L.P $1,819,567.91 ACP IV, L.P. $1,655,654.29 TOTALS: $5,000,000.00 EXHIBIT B FORM OF CONVERTIBLE PROMISSORY NOTE THE INDEBTEDNESS AND SECURITIES EVIDENCED HEREBY ARE SUBORDINATED TO THE INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 26, 2011 BETWEEN SILICON VALLEY BANK AND THE COMPANY, AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME AND OTHER INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY TO OTHER BANKS OR FINANCIAL INSTITUTIONS AS MAY BE APPROVED BY THE COMPANY’S BOARD OF DIRECTORS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. $[ ] Date of Issuance: September 29, 2014 CARBYLAN THERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTE For value received, Carbylan Therapeutics, Inc., a Delaware corporation (the “Company”), promises to pay to [Holder] (the “Holder”), the principal sum of [ ] Dollars ($[ ]). Interest shall accrue from the date of this note on the unpaid principal amount at a rate equal to five percent (5.00%) per annum, compounded annually. This note is one of a series of convertible promissory notes containing substantially identical terms and conditions issued pursuant to the Convertible Note Purchase Agreement dated September 29, 2014 (the “Agreement”). Such notes are referred to herein as the “Notes”, and the holders thereof are referred to herein as the “Holders”. This Note is subject to the following terms and conditions:

Authorization of Series B Preferred Stock. To the extent that any Notes remain outstanding as of June 30, 2015, the Company agrees to, at the election of and upon request by the Purchasers holding at least a majority (50%) of the principal amount of the then-outstanding Notes, promptly use its best efforts to solicit approval by its Board of Directors and stockholders and to take such other actions reasonably necessary to amend its Restated Charter (as may be amended or restated from time to time) to authorize sufficient shares of Series B Preferred Stock to provide for the conversion of such Notes into shares of Series B Preferred Stock, pursuant to Section 2(a) of the Notes. The parties have executed this Convertible Note Purchase Agreement as of the date first written above. COMPANY: CARBYLAN THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President & Chief Executive Officer Address: 0000 Xxxxxx Xxxxx Palo Alto, CA 94304 The parties have executed this Convertible Note Purchase Agreement as of the date first written above. PURCHASER: VIVO VENTURES FUND VI, L.P. By: Vivo Ventures VI, LLC, its General Partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx, M.D., Ph.D. Title: Managing Member VIVO VENTURES VI AFFILIATES FUND, L.P. By: Vivo Ventures VI, LLC, its General Partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx, M.D., Ph.D. Title: Managing Member The parties have executed this Convertible Note Purchase Agreement as of the date first written above. PURCHASER: INTERWEST PARTNERS IX, LP By: InterWest Management Partners IX, LLC, its General Partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director The parties have executed this Convertible Note Purchase Agreement as of the date first written above. PURCHASER: ACP IV, L.P. By: ACMP IV, LLC, its General Partner By: /s/ Guy Xxxx Xxxxx Xxxxxxx Name: Guy Xxxx Xxxxx Xxxxxxx Title: CFO Exhibit A – Schedule of Purchasers Exhibit B – Form of Convertible Promissory Note EXHIBIT A SCHEDULE OF PURCHASERS SEPTEMBER 29FEBRUARY 19, 2014 2015 Purchaser Note Purchase Price Vivo Ventures Fund VI, L.P. $1,513,688.51 $ 1,210,950.81 Vivo Ventures VI Affiliates Fund, L.P. $11,089.29 $ 8,871.43 InterWest Partners IX, L.P $1,819,567.91 $ 1,455,654.33 ACP IV, L.P. $1,655,654.29 $ 1,324,523.43 TOTALS: $5,000,000.00 $ 4,000,000.00 EXHIBIT B FORM OF CONVERTIBLE PROMISSORY NOTE THE INDEBTEDNESS AND SECURITIES EVIDENCED HEREBY ARE SUBORDINATED TO THE INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 26, 2011 BETWEEN SILICON VALLEY BANK AND THE COMPANY, AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME AND OTHER INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY TO OTHER BANKS OR FINANCIAL INSTITUTIONS AS MAY BE APPROVED BY THE COMPANY’S BOARD OF DIRECTORS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. $[ ] Date of Issuance: September 29, 2014 [ ] CARBYLAN THERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTE For value received, Carbylan Therapeutics, Inc., a Delaware corporation (the “Company”), promises to pay to [Holder[ ] (the “Holder”), the principal sum of [ ] Dollars ($[ ]). Interest shall accrue from the date of this note on the unpaid principal amount at a rate equal to five percent (5.00%) per annum, compounded annually. This note is one of a series of convertible promissory notes containing substantially identical terms and conditions issued pursuant to the Convertible Note Purchase Agreement dated September 29February 19, 2014 2015 (the “Agreement”). Such notes are referred to herein as the “Notes”, and the holders thereof are referred to herein as the “Holders”. This Note is subject to the following terms and conditions: