VENTRUS BIOSCIENCES, INC. 220,000 Shares of Series A Non-Voting Convertible Preferred Stock Underwriting AgreementUnderwriting Agreement • January 30th, 2013 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
Ventrus Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 220,000 shares (the “Offered Shares”) of Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, of the Company (“Preferred Stock”) to William Blair & Company, L.L.C. (the “Underwriter”, “William Blair” or “you”), in an offering under its registration statement on Form S-3 (Registration No. 333-179259). The 2,200,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of the Offered Shares are hereinafter referred to as the “Conversion Shares”, and the Offered Shares and Conversion Shares are hereinafter collectively referred to as the “Shares”.
VENTRUS BIOSCIENCES, INC. 5,800,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 30th, 2013 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
Ventrus Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 5,800,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) to William Blair & Company, L.L.C. (the “Underwriter”, “William Blair” or “you”), in an offering under its registration statement on Form S-3 (Registration No. 333-179259). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an aggregate of 870,000 additional shares of Common Stock (the “Option Shares”) as provided in Section 2 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.”
