UNDERWRITING AGREEMENT Among VENTRUS BIOSCIENCES, INC. and RODMAN & RENSHAW, LLC and NATIONAL SECURITIES CORPORATION as RepresentativesUnderwriting Agreement • December 6th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
The undersigned, Ventrus Biosciences, Inc., a company formed under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC and National Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Underwriters’ Warrant AgreementWarrant Agreement • December 6th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York
THIS WARRANT IS NOT EXERCISABLE PRIOR TO ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS].
