Common use of Sale of Additional Shares Clause in Contracts

Sale of Additional Shares. At any time and from time to time on or prior to July 31, 2013, the Company may sell up to the balance of the Shares not sold at the Initial Closing (the “Additional Shares”) at one or more additional closings (each, a “Additional Closing”) to one or more purchasers who is each an accredited investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and has been approved by the Company’s Board of Directors (each, an “Additional Purchaser”). At each Additional Closing or promptly thereafter, the Company shall (a) deliver to each Additional Purchaser a certificate representing the 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 Closing occurs on or prior to March 29, 2013, issue to such Additional Purchaser a warrant to purchase, in the form attached hereto as Exhibit C, that number of shares of Common Stock equal to 6% of the number of Shares such Additional Purchaser purchased at such Additional Closing. 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. 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 Additional Closings, Exhibit A shall be amended by the Company to add the name of each Additional Purchaser, the number of Shares purchased by such Additional Purchaser and the number of warrant shares, if any, issued to such Additional Purchaser.”

Sale of Additional Shares. At any time and from time to time on or prior to July 31, 2013After the Initial Closing, the Company may sell sell, on the same terms and conditions as those contained in this Agreement, up to the balance of the Shares 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 additional closings subsequent Closings on a date or dates occurring no later than November 30, 2009, to such persons (each, a the “Additional ClosingPurchasers”) to one or more purchasers who is each an accredited investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and has been 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 Board of Directors (each, an “Additional Purchaser”). At each Additional capital stock existing immediately after the Initial Closing or promptly thereafter, the Company shall (aii) deliver to each Additional Purchaser biotechnology or pharmaceutical companies and/or affiliated venture funds of such a certificate representing the Additional Shares being purchased by company. Any 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 Closing occurs on or prior to March 29, 2013, issue to such Additional Purchaser a warrant to purchase, in the form attached hereto as Exhibit C, that number of shares of Common Stock equal to 6% of the number of Shares such Additional Purchaser purchased at such Additional Closing. 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. 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 Upon the consummation of any such Additional Closingspurchase and sale, Exhibit A shall be amended by the Company to add the name of each Additional Purchaser, the number of Shares purchased by any such Additional Purchaser and the number of warrant shares, if any, issued to shares of Series B Preferred Stock purchased by such Additional Purchaser.”