VENTRUS BIOSCIENCES, INC. COMMON STOCK WARRANTWarrant Agreement • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • 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 • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations
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.
FUTURE ADVANCE PROMISSORY NOTEFuture Advance Promissory Note • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • 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.
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT, dated as of May 11, 2010 (this "Agreement"), is by and between Ventrus Biosciences, Inc., a Delaware corporation (the “Company”), and Timothy Hofer ("Consultant").
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT, dated as of March 1, 2009 (this “Agreement”), is by and between John Dietrich (“Consultant”), and Ventrus Biosciences, Inc., a Delaware corporation (“Company”).
AMENDMENT NO. 6 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 4th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
WHEREAS, the Licensor and the Licensee have entered into that certain Exclusive License Agreement, dated as of March 23, 2007, as amended by Amendment No. 1 to Exclusive License Agreement dated as of July 24, 2008, Amendment No. 2 to Exclusive License Agreement dated as of November 20, 2008, Amendment No. 3 to Exclusive License Agreement dated as of June 1, 2009, Amendment No. 4 to Exclusive License Agreement dated as of December 18, 2009 (“Amendment No. 4”) and Amendment No. 5 to Exclusive License Agreement dated as of June 24, 2010 (“Amendment No. 5”), and as supplemented by those certain side letters dated as of October 27, 2008, November 20, 2008, and January 22, 2009 (as amended, restated, supplemented or otherwise modified to date the “License Agreement”);
