Common use of Qualifying Public Offering Clause in Contracts

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company’s Articles in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this Warrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. KYTHERA BIOPHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President & CEO Agreed and Accepted: LIGHTHOUSE CAPITAL PARTNERS VI, L.P. By: Lighthouse Management Partners VI, L.L.C. its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Subscription To: Date: The undersigned hereby subscribes for shares of Preferred Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares Public Offering of Common Stock Shares which results in the conversion of the Preferred Stock Shares into Common Stock Shares pursuant to the Company’s Articles in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock Shares to the right to purchase shares of Common StockShares, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock Shares which would have been receivable by the Holder upon the conversion into Common Shares of all Preferred Shares then issuable upon exercise of this Warrant for shares of Preferred Stock immediately prior to such conversion of such shares of Preferred Stock into shares of Common StockWarrant, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this Warrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock Shares deliverable upon the exercise hereof. KYTHERA BIOPHARMACEUTICALS, ENERKEM INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Xxxxxxx Title: President & CEO Agreed and Accepted: ACKNOWLEDGED AND AGREED, this July 1, 2011 LIGHTHOUSE CAPITAL PARTNERS VI, L.P. By: Lighthouse Management Partners L.P., by LIGHTHOUSE MANAGEMENT PARTNERS VI, L.L.C. L.L.C., its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Subscription To: Date: The undersigned hereby subscribes for shares of Preferred Stock Shares covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company’s 's Articles in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this Warrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. KYTHERA BIOPHARMACEUTICALSANACOR PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxxxxxx XXXXXXXXX XXXX-XXXXX Name: Xxxxxxxxx Xxxx-Xxxxx X. Xxxxxxx Title: President & CEO Agreed and Accepted: LIGHTHOUSE CAPITAL PARTNERS VISenior Vice President, L.P. By: Lighthouse Management Partners VI, L.L.C. its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Chief Financial Officer Subscription To: Date: The undersigned hereby subscribes for shares of Preferred Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company’s 's Articles in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this Warrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. KYTHERA BIOPHARMACEUTICALSANACOR PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President & CEO Agreed and Accepted: LIGHTHOUSE CAPITAL PARTNERS VI, L.P. By: Lighthouse Management Partners VI, L.L.C. its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Subscription To: Date: The undersigned hereby subscribes for shares of Preferred Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing AddressAddress Net Issue Election Notice To: Date: The undersigned hereby elects under Section 4 to surrender the right to purchase shares of Preferred Stock pursuant to this Warrant. The certificate(s) for such shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address Assignment For value received hereby sells, assigns and transfers unto [Please print or typewrite name and address of Assignee] the within Warrant, and does hereby irrevocably constitute and appoint its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises. Dated: Signature Name for Registration In the Presence of: EXHIBIT A Amended and Restated Certificate of Incorporation See attached pages. EXHIBIT B Capitalization Table EXHIBIT C Amended and Restated Investors' Rights Agreement See attached pages

Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company’s Articles Certificate in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable upon exercise of this Warrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof. KYTHERA BIOPHARMACEUTICALSNOVACARDIA, INC. By: /s/ Xxxxx XXXX X. Xxxxxxx XXXXXXXX Name: Xxxxx Xxxx X. Xxxxxxx Xxxxxxxx Title: President & CEO Agreed Chief Financial Offier Acknowledged and AcceptedAgreed: LIGHTHOUSE CAPITAL PARTNERS VIV, L.P. By: Lighthouse Management Partners VILIGHTHOUSE MANAGEMENT PARTNERS V, L.L.C. L.L.C., its general partner By: /s/ Xxxx Xxxxxx XXXXXX XXXXXXXX Name: Xxxx Xxxxxx Xxxxxxxx Title: Managing Director Vice President Subscription To: Date: The undersigned hereby subscribes for shares of Preferred Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: Signature Name for Registration Mailing Address