Common use of Sale of Additional Shares Clause in Contracts

Sale of Additional Shares. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to the balance of the Series B Preferred Stock authorized but not sold at the Initial Closing and at a price not less than $8.7992 per share (subject to appropriate adjustments for stock splits, share dividends, combinations and other recapitalizations) (the “Additional Shares”) at one or more subsequent Closings on a date or dates occurring no later than November 30, 2009, to such persons (the “Additional Purchasers”) as may be approved by the Board of Directors; provided however, Ascent Biomedical Ventures I., L.P. and SHD Anterios Partners LLC shall each have the right to approve of any sale of Additional Shares to Additional Purchasers that in the aggregate will be in excess of $2,000,000 in Series B Preferred Stock other than Additional Shares purchased by (i) holders of the Company’s capital stock existing immediately after the Initial Closing or (ii) biotechnology or pharmaceutical companies and/or affiliated venture funds of such a company. Any such Additional Purchaser shall become a party to this Agreement, and the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement and the Amended and Restated Voting Agreement and shall have the rights and obligations as a “Purchaser” hereunder and as a “Holder” and “Investor” thereunder. Upon the consummation of any such purchase and sale, Exhibit A shall be amended by the Company to add the name of any such Additional Purchaser and the number of shares of Series B Preferred Stock purchased by such Additional Purchaser.

Sale of Additional Shares. After the Initial ClosingAt any time and from time to time on or prior to July 31, 2013, the Company may sell, on the same terms and conditions as those contained in this Agreement, sell up to the balance of the Series B Preferred Stock authorized but Shares not sold at the Initial Closing and at a price not less than $8.7992 per share (subject to appropriate adjustments for stock splits, share dividends, combinations and other recapitalizations) (the “Additional Shares”) at one or more subsequent Closings on additional closings (each, a date or dates occurring no later than November 30, 2009, to such persons (the “Additional PurchasersClosing”) to one or more purchasers who is each an accredited investor (as may be defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and has been approved by the Company’s Board of Directors; provided howeverDirectors (each, Ascent Biomedical Ventures I.an “Additional Purchaser”). At each Additional Closing or promptly thereafter, L.P. and SHD Anterios Partners LLC the Company shall (a) deliver to each have Additional Purchaser a certificate representing the right to approve of any sale of Additional Shares being purchased by such Additional Purchaser at such Additional Closing against payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank account designated by the Company and (b) provided that such Additional Purchasers that Closing occurs on or prior to March 29, 2013, issue to such Additional Purchaser a warrant to purchase, in the aggregate will be in excess form attached hereto as Exhibit C, that number of $2,000,000 in Series B Preferred shares of Common Stock other than Additional Shares purchased by (i) holders equal to 6% of the Company’s capital stock existing immediately after the Initial Closing or (ii) biotechnology or pharmaceutical companies and/or affiliated venture funds number of Shares such a companyAdditional Purchaser purchased at such Additional Closing. Any such Each Additional Purchaser shall become a party to this Agreement by executing counterpart signature pages to this Agreement, and if not already a party thereto, the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement and the Amended and Restated Voting Agreement and shall have the rights and obligations as a “Purchaser” hereunder and as a “Holder” and “Investor” thereunder. Upon All such purchases of Shares shall be made on the terms and conditions set forth in this Agreement, including, without limitation, satisfaction by each Additional Purchaser of the representations and warranties as set forth in Section 3 as if such Additional Purchaser were a Purchaser. Notwithstanding Section 6.9 below, upon the consummation of any such purchase and saleAdditional Closings, Exhibit A shall be amended by the Company to add the name of any each Additional Purchaser, the number of Shares purchased by such Additional Purchaser and the number of shares of Series B Preferred Stock purchased by warrant shares, if any, issued to such Additional Purchaser.”