Exhibit
10.11

    


    THIS NOTE
HAS 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 HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED 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 OR SUCH FOREIGN JURISDICTION LAWS HAVE
BEEN SATISFIED.

    


    VENTRUS
BIOSCIENCES, INC.

    10%
SENIOR PROMISSORY NOTE

    


    
      
        	 
      	
                Greenwood
      Village, Colorado

              
	
                $1,100,000

              	
                January
      23, 2009

              


      

    

    


    
      	
               
      

            	
              1.

            	
              Principal and
      Interest.

            


    

     

    VENTRUS BIOSCIENCES, INC. (the
“Company”), a
Delaware corporation, for value received, hereby promises to pay to the order of
PARAMOUNT CREDIT PARTNERS,
LLC, or his, her or its assigns (“Holder”), in lawful
money of the United States of America at the address for notices to Holder set
forth in the applicable Purchase Agreement (as defined below) (or such other
address as Holder shall provide to the Company in writing pursuant hereto), the
principal amount of One Million One Hundred Thousand Dollars ($1,100,000),
together with interest as set forth below.

     

    The
Company promises to pay interest on the unpaid principal amount from the date
hereof until such principal amount is paid in full at the rate of ten percent
(10%), or such lesser rate as shall be the maximum rate allowable under
applicable law; provided however, that upon an
Event of Default (as defined herein) during the Term (as defined herein) of this
Note, the interest rate on this Note shall be increased to twelve percent (12%)
per annum during the term of the default.  Interest from the date hereof
shall be computed on the basis of a 360-day year of twelve 30-day months, and
shall accrue and be payable quarterly in arrears.  All unpaid principal on
this Note shall be due and payable on the earlier of (i) December 31, 2013; (ii)
consummation by the Company of an equity financing (or series of related equity
financings), including without limitation a firm commitment underwritten initial
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, involving the sale of equity securities in
which the Company receives at least $10,000,000 in aggregate gross cash proceeds
(before brokers’ fees or other transaction related expenses) (a “Qualified
Financing”); and (iii) consummation of a merger, share exchange or other
transaction (or series of related transactions), other than in connection with a
Qualified Financing, in which (A) the Company merges into or otherwise becomes a
wholly owned subsidiary of a company subject to the public company reporting
requirements of the Securities Exchange Act of 1934, as amended, and (B) the
aggregate consideration payable to the Company or its stockholders in such
transaction(s) is greater than or equal to $10,000,000 (such period of time from
the date of issuance hereof, the “Term”).  For
purposes of this Note, an “Event of Default”
shall occur if (i) the Company shall default in the payment on the Note, when
and as the same shall become due and payable and any such failure to make
payment continues for five (5) business days; or (ii) the Company shall default
in the due observance or performance of any material covenant, condition or
agreement on the part of the Company contained in this Note or the Purchase
Agreement (as defined below) (other than the failure to make payment when due),
and any such default shall continue for a period of sixty (60) days after the
date on which the Company receives written notice thereof from the
Holder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    This Note
is being issued pursuant to that certain Note Purchase Agreement between the
Company and the Holder, dated as of the date hereof (the “Purchase Agreement”),
and is subject to its terms.  Capitalized terms used herein but not defined
shall have the meanings given to such terms in the Purchase Agreement.  The
Note shall rank pari passu with all other senior existing indebtedness of the
Company and, pursuant to Section 2.8 of the Purchase Agreement, no new
indebtedness which is secured or senior in right of payment to the Notes may be
issued by the Company without the consent of the Holder.  No consent of the
Holder will be required for issuances by the Company of unsecured indebtedness
that ranks pari passu with, or junior to, the Notes.

     

    2. 
         Prepayment.  The Notes may be prepaid at
any time, in whole or in part, without penalty prior to the end of the
Term.

     

    3. 
         Attorneys’ Fees.  If the indebtedness
represented by this Note or any part thereof is collected in bankruptcy,
receivership or other judicial proceedings or if this Note is placed in the
hands of attorneys for collection after default, the Company agrees to pay, in
addition to the principal and interest payable hereunder, reasonable attorneys’
fees and costs incurred by Holder.

     

    4. 
         Notices.  Any notice, other communication
or payment required or permitted hereunder shall be in writing and shall be
deemed to have been given upon delivery to the address provided pursuant to the
Purchase Agreement.

     

    5. 
         Notice of Proposed Transfers.  This Note
shall not be transferable by the Holder without the prior written consent of the
Company, which shall not be unreasonably withheld.  Notwithstanding the
foregoing, the Holder may transfer this Note to one or more of its members, if
the transferee agrees in writing to be subject to the terms hereof to the same
extent as if such transferee were the original Holder hereunder.  Each
certificate evidencing the Note transferred as above provided shall bear an
appropriate restrictive legend, except that the Note shall not bear such
restrictive legend if, in the opinion of counsel for the Company, such legend is
not required in order to establish compliance with any provisions of the
Securities Act.

     

    6. 
         Acceleration.  This Note shall become
immediately due and payable if (i) the Company commences any proceeding in
bankruptcy or for dissolution, liquidation, winding-up, composition or other
relief under state or federal bankruptcy laws; or (ii) there is any material
breach of any material covenant, warranty, representation or other term or
condition of this Note or the Purchase Agreement at any time which is not cured
within the time periods permitted therein, or if no cure period is provided
therein, within sixty (60) days after the date on which the Company receives
written notice thereof from the Holder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7. 
         No Dilution or Impairment.  The Company
will not, by amendment of its Certificate of Incorporation or Bylaws or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Note, but will
at all times in good faith assist in the carrying out of all such terms and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Note against dilution or other
impairment.

     

    8. 
         Waivers.  The Company hereby waives
presentment, demand for performance, notice of non-performance, protest, notice
of protest and notice of dishonor.  No delay on the part of the Holder in
exercising any right hereunder shall operate as a waiver of such right or any
other right.  This Note is being delivered in and shall be construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws provisions thereof.

     

    9. 
         No Stockholder Rights.  Nothing contained
in this Note shall be construed as conferring upon the Holder or any other
person the right to vote or to consent or to receive notice as a stockholder of
the Company.

     

    10. 
       Amendment.  Any term of this Note may be amended
only with the written consent of the Company and the Holder.

     

    * 
*  *  *  *


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
 

    
      
        	
                ISSUED as of the date
      first above written.

              
	 
      	 
      
	 
      	
                VENTRUS
      BIOSCIENCES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Thom Rowland

              
	 
      	
                Name: 
      

              	
                Thom
      Rowland

              
	 
      	
                Title:

              	
                President
      and Chief Executive
Officer

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    THIS NOTE
HAS 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 HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED 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 OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN
SATISFIED.

     

    VENTRUS
BIOSCIENCES, INC.

    10%
SENIOR PROMISSORY NOTE

     

    
      	 
      	
              Greenwood
      Village, Colorado

            
	
              $100,000

            	
              March
      25, 2009

            


    

     

    1. 
         Principal and
Interest.

     

    VENTRUS BIOSCIENCES, INC. (the
“Company”), a
Delaware corporation, for value received, hereby promises to pay to the order of
PARAMOUNT CREDIT PARTNERS,
LLC, or his, her or its assigns (“Holder”), in lawful
money of the United States of America at the address for notices to Holder set
forth in the applicable Purchase Agreement (as defined below) (or such other
address as Holder shall provide to the Company in writing pursuant hereto), the
principal amount of One Hundred Thousand Dollars ($100,000), together with
interest as set forth below.

     

    The
Company promises to pay interest on the unpaid principal amount from the date
hereof until such principal amount is paid in full at the rate of ten percent
(10%), or such lesser rate as shall be the maximum rate allowable under
applicable law; provided however, that upon an
Event of Default (as defined herein) during the Term (as defined herein) of this
Note, the interest rate on this Note shall be increased to twelve percent (12%)
per annum during the term of the default.  Interest from the date hereof
shall be computed on the basis of a 360-day year of twelve 30-day months, and
shall accrue and be payable quarterly in arrears.  All unpaid principal on
this Note shall be due and payable on the earlier of (i) December 31, 2013; (ii)
consummation by the Company of an equity financing (or series of related equity
financings), including without limitation a firm commitment underwritten initial
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, involving the sale of equity securities in
which the Company receives at least $10,000,000 in aggregate gross cash proceeds
(before brokers’ fees or other transaction related expenses) (a “Qualified
Financing”); and (iii) consummation of a merger, share exchange or other
transaction (or series of related transactions), other than in connection with a
Qualified Financing, in which (A) the Company merges into or otherwise becomes a
wholly owned subsidiary of a company subject to the public company reporting
requirements of the Securities Exchange Act of 1934, as amended, and (B) the
aggregate consideration payable to the Company or its stockholders in such
transaction(s) is greater than or equal to $10,000,000 (such period of time from
the date of issuance hereof, the “Term”).  For
purposes of this Note, an “Event of Default”
shall occur if (i) the Company shall default in the payment on the Note, when
and as the same shall become due and payable and any such failure to make
payment continues for five (5) business days; or (ii) the Company shall default
in the due observance or performance of any material covenant, condition or
agreement on the part of the Company contained in this Note or the Purchase
Agreement (as defined below) (other than the failure to make payment when due),
and any such default shall continue for a period of sixty (60) days after the
date on which the Company receives written notice thereof from the
Holder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    This Note
is being issued pursuant to that certain Note Purchase Agreement between the
Company and the Holder, dated as of the date hereof (the “Purchase Agreement”),
and is subject to its terms.  Capitalized terms used herein but not defined
shall have the meanings given to such terms in the Purchase Agreement.  The
Note shall rank pari passu with all other senior existing indebtedness of the
Company and, pursuant to Section 2.8 of the Purchase Agreement, no new
indebtedness which is secured or senior in right of payment to the Notes may be
issued by the Company without the consent of the Holder.  No consent of the
Holder will be required for issuances by the Company of unsecured indebtedness
that ranks pari passu with, or junior to, the Notes.

     

    2. 
         Prepayment.  The
Notes may be prepaid at any time, in whole or in part, without penalty prior to
the end of the Term.

     

    3. 
         Attorneys’
Fees.  If the indebtedness represented by this Note or any part
thereof is collected in bankruptcy, receivership or other judicial proceedings
or if this Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and interest
payable hereunder, reasonable attorneys’ fees and costs incurred by
Holder.

     

    4. 
         Notices.  Any
notice, other communication or payment required or permitted hereunder shall be
in writing and shall be deemed to have been given upon delivery to the address
provided pursuant to the Purchase Agreement.

     

    5. 
         Notice of Proposed
Transfers.  This Note shall not be transferable by the Holder
without the prior written consent of the Company, which shall not be
unreasonably withheld.  Notwithstanding the foregoing, the Holder may
transfer this Note to one or more of its members, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if such
transferee were the original Holder hereunder.  Each certificate evidencing
the Note transferred as above provided shall bear an appropriate restrictive
legend, except that the Note shall not bear such restrictive legend if, in the
opinion of counsel for the Company, such legend is not required in order to
establish compliance with any provisions of the Securities Act.

     

    6. 
         Acceleration. 
This Note shall become immediately due and payable if (i) the Company commences
any proceeding in bankruptcy or for dissolution, liquidation, winding-up,
composition or other relief under state or federal bankruptcy laws; or (ii)
there is any material breach of any material covenant, warranty, representation
or other term or condition of this Note or the Purchase Agreement at any time
which is not cured within the time periods permitted therein, or if no cure
period is provided therein, within sixty (60) days after the date on which the
Company receives written notice thereof from the Holder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7. 
         No Dilution or
Impairment.  The Company will not, by amendment of its Certificate
of Incorporation or Bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Note, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Note against dilution or other impairment.

     

    8. 
         Waivers.  The
Company hereby waives presentment, demand for performance, notice of
non-performance, protest, notice of protest and notice of dishonor.  No
delay on the part of the Holder in exercising any right hereunder shall operate
as a waiver of such right or any other right.  This Note is being delivered
in and shall be construed in accordance with the laws of the State of New York,
without regard to the conflicts of laws provisions thereof.

     

    9. 
         No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder of the Company.

     

    10. 
       Amendment.  Any
term of this Note may be amended only with the written consent of the Company
and the Holder.

     

    * 
*  *  *  *


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
 

    
      
        	
                ISSUED as of the date
      first above written.

              
	 
      	 
      	 
      
	 
      	
                VENTRUS
      BIOSCIENCES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Thom Rowland

              
	 
      	
                Name: 
      

              	
                Thom
      Rowland

              
	 
      	
                Title:

              	
                President
      and Chief Executive
Officer

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    THIS NOTE
HAS 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 HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED 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 OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN
SATISFIED.

     

    VENTRUS
BIOSCIENCES, INC.

    10%
SENIOR PROMISSORY NOTE

     

    
      	 
      	
              Greenwood
      Village, Colorado

            
	
              $250,000

            	
              June
      1, 2009

            


    

    


    1. 
         Principal and
Interest.

     

    VENTRUS BIOSCIENCES, INC. (the
“Company”), a
Delaware corporation, for value received, hereby promises to pay to the order of
PARAMOUNT CREDIT PARTNERS,
LLC, or his, her or its assigns (“Holder”), in lawful
money of the United States of America at the address for notices to Holder set
forth in the applicable Purchase Agreement (as defined below) (or such other
address as Holder shall provide to the Company in writing pursuant hereto), the
principal amount of Two Hundred Fifty Thousand Dollars ($250,000), together with
interest as set forth below.

     

    The
Company promises to pay interest on the unpaid principal amount from the date
hereof until such principal amount is paid in full at the rate often percent
(10%), or such lesser rate as shall be the maximum rate allowable under
applicable law; provided however, that upon an
Event of Default (as defined herein) during the Term (as defined herein) of this
Note, the interest rate on this Note shall be increased to twelve percent (12%)
per annum during the term of the default.  Interest from the date hereof
shall be computed on the basis of a 360-day year of twelve 30-day months, and
shall accrue and be payable quarterly in arrears.  All unpaid principal on
this Note shall be due and payable on the earlier of (i) December 31, 2013; (ii)
consummation by the Company of an equity financing (or series of related equity
financings), including without limitation a firm commitment underwritten initial
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, involving the sale of equity securities in
which the Company receives at least $10,000,000 in aggregate gross cash proceeds
(before brokers’ fees or other transaction related expenses) (a “Qualified
Financing”); and (iii) consummation of a merger, share exchange or other
transaction (or series of related transactions), other than in connection with a
Qualified Financing, in which (A) the Company merges into or otherwise becomes a
wholly owned subsidiary of a company subject to the public company reporting
requirements of the Securities Exchange Act of 1934, as amended, and (B) the
aggregate consideration payable to the Company or its stockholders in such
transaction(s) is greater than or equal to $10,000,000 (such period of time from
the date of issuance hereof, the “Term”).  For
purposes of this Note, an “Event of Default”
shall occur if (i) the Company shall default in the payment on the Note, when
and as the same shall become due and payable and any such failure to make
payment continues for five (5) business days; or (ii) the Company shall default
in the due observance or performance of any material covenant, condition or
agreement on the part of the Company contained in this Note or the Purchase
Agreement (as defined below) (other than the failure to make payment when due),
and any such default shall continue for a period of sixty (60) days after the
date on which the Company receives written notice thereof from the
Holder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    This Note
is being issued pursuant to that certain Note Purchase Agreement between the
Company and the Holder, dated as of the date hereof (the “Purchase Agreement”),
and is subject to its terms.  Capitalized terms used herein but not defined
shall have the meanings given to such terms in the Purchase Agreement.  The
Note shall rank pari passu with all other senior existing indebtedness of the
Company and, pursuant to Section 2.8 of the Purchase Agreement, no new
indebtedness which is secured or senior in right of payment to the Notes may be
issued by the Company without the consent of the Holder.  No consent of the
Holder will be required for issuances by the Company of unsecured indebtedness
that ranks pari passu with, or junior to, the Notes.

     

    2. 
         Prepayment.  The
Notes may be prepaid at any time, in whole or in part, without penalty prior to
the end of the Term.

     

    3. 
         Attorneys’
Fees.  If the indebtedness represented by this Note or any part
thereof is collected in bankruptcy, receivership or other judicial proceedings
or if this Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and interest
payable hereunder, reasonable attorneys’ fees and costs incurred by
Holder.

     

    4. 
         Notices.  Any
notice, other communication or payment required or permitted hereunder shall be
in writing and shall be deemed to have been given upon delivery to the address
provided pursuant to the Purchase Agreement.

     

    5. 
         Notice of Proposed
Transfers.  This Note shall not be transferable by the Holder
without the prior written consent of the Company, which shall not be
unreasonably withheld.  Notwithstanding the foregoing, the Holder may
transfer this Note to one or more of its members, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if such
transferee were the original Holder hereunder.  Each certificate evidencing
the Note transferred as above provided shall bear an appropriate restrictive
legend, except that the Note shall not bear such restrictive legend if, in the
opinion of counsel for the Company, such legend is not required in order to
establish compliance with any provisions of the Securities Act.

     

    6. 
         Acceleration. 
This Note shall become immediately due and payable if (i) the Company commences
any proceeding in bankruptcy or for dissolution, liquidation, winding-up,
composition or other relief under state or federal bankruptcy laws; or (ii)
there is any material breach of any material covenant, warranty, representation
or other term or condition of this Note or the Purchase Agreement at any time
which is not cured within the time periods permitted therein, or if no cure
period is provided therein, within sixty (60) days after the date on which the
Company receives written notice thereof from the Holder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7. 
         No Dilution or
Impairment.  The Company will not, by amendment of its Certificate
of Incorporation or Bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Note, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Note against dilution or other impairment.

     

    8. 
         Waivers.  The
Company hereby waives presentment, demand for performance, notice of
non-performance, protest, notice of protest and notice of dishonor.  No
delay on the part of the Holder in exercising any right hereunder shall operate
as a waiver of such right or any other right.  This Note is being delivered
in and shall be construed in accordance with the laws of the State of New York,
without regard to the conflicts of laws provisions thereof.

     

    9. 
         No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder of the Company.

     

    10. 
       Amendment.  Any
term of this Note may be amended only with the written consent of the Company
and the Holder.

     

    * 
*  *  *  *


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      
        
          	
                  ISSUED as of the date
      first above written.

                
	 
      	 
      	 
      
	 
      	
                  VENTRUS
      BIOSCIENCES, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Timothy M. Hofer

                
	 
      	
                  Name: 
      

                	
                  Timothy
      M. Hofer

                
	 
      	
                  Title:

                	
                  Authorized
      Signatory

                


        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    THIS NOTE
HAS 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 HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED 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 OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN
SATISFIED.

     

    VENTRUS
BIOSCIENCES, INC.

    10%
SENIOR PROMISSORY NOTE

     

    
      	 
      	
              Greenwood
      Village, Colorado

            
	
              $123,000

            	
              June
      24, 2009

            


    

    


    1. 
         Principal and
Interest.

     

    VENTRUS BIOSCIENCES, INC. (the
“Company”), a
Delaware corporation, for value received, hereby promises to pay to the order of
PARAMOUNT CREDIT PARTNERS,
LLC, or his, her or its assigns (“Holder”), in lawful
money of the United States of America at the address for notices to Holder set
forth in the applicable Purchase Agreement (as defined below) (or such other
address as Holder shall provide to the Company in writing pursuant hereto), the
principal amount of One Hundred Twenty Three Thousand Dollars ($123,000),
together with interest as set forth below.

     

    The
Company promises to pay interest on the unpaid principal amount from the date
hereof until such principal amount is paid in full at the rate of ten percent
(10%), or such lesser rate as shall be the maximum rate allowable under
applicable law; provided however, that upon an
Event of Default (as defined herein) during the Term (as defined herein) of this
Note, the interest rate on this Note shall be increased to twelve percent (12%)
per annum during the term of the default.  Interest from the date hereof
shall be computed on the basis of a 360-day year of twelve 30-day months, and
shall accrue and be payable quarterly in arrears.  All unpaid principal on
this Note shall be due and payable on the earlier of (i) December 31, 2013; (ii)
consummation by the Company of an equity financing (or series of related equity
financings), including without limitation a firm commitment underwritten initial
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, involving the sale of equity securities in
which the Company receives at least $10,000,000 in aggregate gross cash proceeds
(before brokers’ fees or other transaction related expenses) (a “Qualified
Financing”); and (iii) consummation of a merger, share exchange or other
transaction (or series of related transactions), other than in connection with a
Qualified Financing, in which (A) the Company merges into or otherwise becomes a
wholly owned subsidiary of a company subject to the public company reporting
requirements of the Securities Exchange Act of 1934, as amended, and (B) the
aggregate consideration payable to the Company or its stockholders in such
transaction(s) is greater than or equal to $10,000,000 (such period of time from
the date of issuance hereof, the “Term”).  For
purposes of this Note, an “Event of Default”
shall occur if (i) the Company shall default in the payment on the Note, when
and as the same shall become due and payable and any such failure to make
payment continues for five (5) business days; or (ii) the Company shall default
in the due observance or performance of any material covenant, condition or
agreement on the part of the Company contained in this Note or the Purchase
Agreement (as defined below) (other than the failure to make payment when due),
and any such default shall continue for a period of sixty (60) days after the
date on which the Company receives written notice thereof from the
Holder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    This Note
is being issued pursuant to that certain Note Purchase Agreement between the
Company and the Holder, dated as of the date hereof (the “Purchase Agreement”),
and is subject to its terms.  Capitalized terms used herein but not defined
shall have the meanings given to such terms in the Purchase Agreement.  The
Note shall rank pari passu with all other senior existing indebtedness of the
Company and, pursuant to Section 2.8 of the Purchase Agreement, no new
indebtedness which is secured or senior in right of payment to the Notes may be
issued by the Company without the consent of the Holder.  No consent of the
Holder will be required for issuances by the Company of unsecured indebtedness
that ranks pari passu with, or junior to, the Notes.

     

    2. 
         Prepayment.  The
Notes may be prepaid at any time, in whole or in part, without penalty prior to
the end of the Term.

     

    3. 
         Attorneys’
Fees.  If the indebtedness represented by this Note or any part
thereof is collected in bankruptcy, receivership or other judicial proceedings
or if this Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and interest
payable hereunder, reasonable attorneys’ fees and costs incurred by
Holder.

     

    4. 
         Notices.  Any
notice, other communication or payment required or permitted hereunder shall be
in writing and shall be deemed to have been given upon delivery to the address
provided pursuant to the Purchase Agreement.

     

    5. 
         Notice of Proposed
Transfers.  This Note shall not be transferable by the Holder
without the prior written consent of the Company, which shall not be
unreasonably withheld.  Notwithstanding the foregoing, the Holder may
transfer this Note to one or more of its members, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if such
transferee were the original Holder hereunder.  Each certificate evidencing
the Note transferred as above provided shall bear an appropriate restrictive
legend, except that the Note shall not bear such restrictive legend if, in the
opinion of counsel for the Company, such legend is not required in order to
establish compliance with any provisions of the Securities Act.

     

    6. 
         Acceleration. 
This Note shall become immediately due and payable if (i) the Company commences
any proceeding in bankruptcy or for dissolution, liquidation, winding-up,
composition or other relief under state or federal bankruptcy laws; or (ii)
there is any material breach of any material covenant, warranty, representation
or other term or condition of this Note or the Purchase Agreement at any time
which is not cured within the time periods permitted therein, or if no cure
period is provided therein, within sixty (60) days after the date on which the
Company receives written notice thereof from the Holder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7. 
         No Dilution or
Impairment.  The Company will not, by amendment of its Certificate
of Incorporation or Bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Note, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Note against dilution or other impairment.

     

    8. 
         Waivers.  The
Company hereby waives presentment, demand for performance, notice of
non-performance, protest, notice of protest and notice of dishonor.  No
delay on the part of the Holder in exercising any right hereunder shall operate
as a waiver of such right or any other right.  This Note is being delivered
in and shall be construed in accordance with the laws of the State of New York,
without regard to the conflicts of laws provisions thereof.

     

    9. 
         No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder of the Company.

     

    10. 
       Amendment.  Any
term of this Note may be amended only with the written consent of the Company
and the Holder.

     

    * 
*  *  *  *


    
      
         


      

      
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                ISSUED as of the date
      first above written.

              
	 
      	 
      	 
      
	 
      	
                VENTRUS
      BIOSCIENCES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Thom Rowland

              
	 
      	
                Name: 
      

              	
                Thom
      Rowland

              
	 
      	
                Title:

              	
                President

              


      

    


    
      
         


      

      
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    VENTRUS
BIOSCIENCES, INC.

     

    WAIVER
AGREEMENT AND AMENDMENT

    


    This WAIVER AGREEMENT AND AMENDMENT
(the “Agreement”) is made as of August 30, 2010 with regard to (i) the Senior
Promissory Notes dated January 23, March 25, June 1 and June 24, 2010 (each a
“Note” and collectively the “Notes”), by and among Ventrus Biosciences, Inc., a
Delaware corporation (the “Company”)and Paramount Credit Partners, LLC (the
“Purchaser”). This Agreement is among the Company and the Purchaser. All
capitalized terms not defined herein shall have the meanings as set forth in the
Notes.

    


    WITNESSETH:

    


    WHEREAS, the Company is preparing for
an initial public offering of its common stock to be registered under the
Securities Act of 1933, as amended (the “Financing”); and

    


    WHEREAS, each Note, pursuant to clause
(ii) of the third sentence in the second paragraph of Section 1, provides that
the Note shall be due and payable upon the consummation of an equity financing,
including a firm commitment underwriting of an initial public offering
registered under the Securities Act of 1933, as amended, that raises a minimum
of $10 million in gross proceeds (the “IPO Maturity Date”); and

    


    WHEREAS, the Purchaser desires to waive
the IPO Maturity Date for purposes of the Financing.

    


    NOW, THEREFORE, in consideration of the
premises, the covenants of the parties set forth below and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows.

    


    1.         
 The Purchaser hereby agrees that the Financing shall not trigger the IPO
Maturity Date pursuant to clause (ii) of the third sentence in the second
paragraph of Section 1 of the Notes and hereby waives the IPO Maturity Date for
purposes of the Financing, but only for the Financing.

    


    2.         
 Each of the Company and the Purchaser agree that the third sentence in the
second paragraph of Section 1 is hereby deleted and replaced with the
following:

    


    All unpaid principal and interest on
this Note shall be due and payable on the earlier of (i) December 31, 2013; or
(ii) consummation by the Company of a transaction (or series of related
transactions) subsequent to the Company’s initial public offering, whether
involving the sale of equity securities, sale of assets, licensing, strategic
partnership or otherwise, in which the Company receives at least $5,000,000 in
aggregate gross cash proceeds (before brokers’ fees or other transaction related
expenses) (a “Qualified
Financing”) (such period
of time from the date of issuance hereof, the “Term”).

    


    3. 
         This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware, without giving effect to the conflict of laws provisions
thereof.

    


    4.           This
Agreement may be executed in one or more counterparts.

    


    5.           This
Agreement shall be null and void if the Financing does not close on or prior to
March 31, 2011.


    


    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Waiver Agreement and
Amendment as of the date first written above.

    


    
      
        	
                COMPANY:

              
	 
      
	
                VENTRUS
      BIOSCIENCES, INC.

              
	 
      
	
                By:

              	
                /s/ Russell H. Ellison

              
	
                Name:
      Russell H. Ellison

              
	
                Title:
      CEO

              
	 
      
	
                PURCHASER:

              
	 
      
	
                PARAMOUNT
      CREDIT PARTNERS, LLC

              
	 
      
	
                By:

              	
                /s/ Lindsay A. Rosenwald

              
	
                Name:  Lindsay
      A. Rosenwald

              
	
                Title:  Managing
      Member

              


      

    


    
      
         


      

      
        2