VENTRUS BIOSCIENCES, INC. COMMON STOCK WARRANTWarrant Agreement • July 20th, 2010 • Ventrus Biosciences Inc • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractConvertible Note • July 20th, 2010 • Ventrus Biosciences Inc
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the Commencement Date (defined below) by and between Ventrus BioSciences, Inc., a Delaware corporation with principal executive offices at 787 Seventh Avenue, New York, New York 10019 (the “Company”), and Russell H. Ellison MD, residing at 255 West 84th, Apt 9E, New York, NY 10024 (the “Executive”) and supersedes the prior Employment Agreement between the parties.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
THIS AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of July 19, 2010 (this "Agreement"), is by and between Russell H. Ellison ("Consultant"), and Ventrus BioSciences, Inc., with principal executive offices at 787 7th Avenue, 48th Floor, New York, NY 10019 ("Company") and supersedes the prior Consulting Agreement among the parties hereto dated June 2010.
FUTURE ADVANCE PROMISSORY NOTEFuture Advance Promissory Note • July 20th, 2010 • Ventrus Biosciences Inc • New York
For value received, the undersigned, VENTRUS BIOSCIENCES, INC., a Delaware corporation (the “Borrower”), having an address of 787 Seventh Avenue, New York, NY 10019, hereby promises to pay to the order of __________________________, or its permitted assigns (the “Holder”), having an address of 787 Seventh Avenue, New York, NY 10019, at such place as the Holder may from time to time designate in writing, in lawful currency of the United States of America, an amount equal to the sum of all loans made by the Holder to the Borrower pursuant to Section 2 hereof in immediately available funds, together with interest at the rate provided below, subject to the terms and conditions hereof.
EXCLUSIVE LICENSE AGREEMENT betweenExclusive License Agreement • July 20th, 2010 • Ventrus Biosciences Inc • England
ContractWarrant Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
VENTRUS BIOSCIENCES, INC. COMMON STOCK WARRANTWarrant Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LICENSE AGREEMENTLicense Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
THIS LICENSE AGREEMENT is entered into as of the 10th day of March, 2008 (the “Effective Date”) between and among Sam Amer & Co, Inc., a California company, having its principal place of business at P.O. Box 5685, Montecito, CA 93150 (“Sam Amer”), Ventrus Biosciences, Inc., a Delaware corporation, having a place of business at 8400 E Crescent Pkwy, Suite 600, Greenwood Village, CO 80111 (“Licensee”) and Paramount BioSciences, a New York limited liability company, having a place of business at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (“Guarantor”). Sam Amer and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 20th, 2010 • Ventrus Biosciences Inc • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of August 2, 2007 (the “Effective Date”), is entered into between Paramount Biosciences, LLC, a New York limited liability company (“Seller”), with a place of business at 787 7th Avenue, 48th Floor, New York, NY 10019, and Ventrus Biosciences, Inc., a Delaware corporation (“Buyer”), with a place of business at 8400 E. Crescent Pkwy, Suite 600, Greenwood Village, CO 80111. The parties hereby agree as follows:
