COMMON STOCK PURCHASE WARRANT SYNERGY PHARMACEUTICALS, INC.Common Stock Purchase Warrant • March 10th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SYNERGY PHARMACEUTICALS INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 3, 2014 7.50% Convertible Senior Notes due 2019Indenture • November 3rd, 2014 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of November 3, 2014 between SYNERGY PHARMACEUTICALS INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2011, between Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SYNERGY PHARMACEUTICALS INC. $30,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 21st, 2012 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SYNERGY PHARMACEUTICALS INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESSynergy Pharmaceuticals, Inc. • July 2nd, 2015 • Pharmaceutical preparations • New York
INDENTURE, dated as of [·], among Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October , 2011, between Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SYNERGY PHARMACEUTICALS INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESSynergy Pharmaceuticals, Inc. • November 13th, 2017 • Pharmaceutical preparations • New York
INDENTURE , dated as of [ · ], among Synergy Pharmaceuticals Inc. , a Delaware corporation (the “Company”), and [ T RUSTEE ], as trustee (the “Trustee”):
10,000,000 Shares of Common Stock SYNERGY PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2012 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED SYNERGY PHARMACEUTICALS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 16th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT made as of December 15, 2011 and effective as of December 6, 2011 (the “Issuance Date”), between Synergy Pharmaceuticals, Inc., a Florida corporation, with offices at 420 Lexington Avenue, Suite 1609, New York, NY 10170 (“Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 1717 Arch Street, Suite 1300, Philadelphia, PA 19103 (“Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 4, 2016, between Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 25th, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 29, 2015 is made and entered into by and between Synergy Pharmaceuticals Inc., a company incorporated under the laws of the state of Delaware (the “Company”), and Troy M. Hamilton, an individual (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November , 2011, between Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT SYNERGY PHARMACEUTICALS, INC.Common Stock Purchase Warrant • November 15th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSynergy Pharmaceuticals, Inc. • March 16th, 2011 • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. IT HAS BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITII A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER SUCH STATE SECURITIES LAWS, OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR LAWS.
CONSULTING AGREEMENTConsulting Agreement • March 18th, 2013 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of December 2012 by and between Gabriele M. Cerrone (“Consultant”) and Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT SYNERGY PHARMACEUTICALS, INC.Synergy Pharmaceuticals, Inc. • October 14th, 2011 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
TERM LOAN AGREEMENTLoan Agreement • November 9th, 2017 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
21,705,426 Shares of Common Stock 21,705,426 Warrants to Purchase 21,705,426 Shares of Common Stock SYNERGY PHARMACEUTICALS INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2017 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY, and SYNERGY PHARMACEUTICALS, INC. Dated as of August 17, 2012Asset Purchase Agreement • March 18th, 2013 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT dated as of August 17, 2012, between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Seller”), and SYNERGY PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser”).
AMENDED AND RESTATED SYNERGY PHARMACEUTICALS, INC. UNIT AGENCY AGREEMENTUnit Agency Agreement • December 16th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
UNIT AGENCY AGREEMENT made as of December 15, 2011 and effective as of December 6, 2011 (“Issuance Date”), between Synergy Pharmaceuticals, Inc., a Florida corporation, with offices at 420 Lexington Avenue, Suite 1609, New York, NY 10170 (“Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 1717 Arch Street, Suite 1300, Philadelphia, PA 19103 (“Unit Agent”).
AMENDMENT TO FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 22nd, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDMENT (the “Amendment”) to the FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) originally dated as of January 7, 2015, by and between Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Gary S. Jacob, Ph.D. (the “Executive”) is dated as of January 18, 2016. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
EXCHANGE AGREEMENTExchange Agreement • November 21st, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Securities (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”) on November , 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 7.5% Convertible Senior Notes due 2019 (the “Existing Securities”) for shares of common stock of the Company (the “Shares”).
SYNERGY PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2009 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement “) is dated as of , 2009 among Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Investor “ and collectively the “ Investors”).
ContractExchange Agreement • July 18th, 2008 • Pawfect Foods Inc • Retail-retail stores, nec
Reference is hereby made to that EXCHANGE AGREEMENT, (the “Agreement”) executed and dated July 11, 2008 (the “Agreement”), among Callisto Pharmaceuticals, Inc., a Delaware corporation (“Callisto”), Synergy Pharmaceuticals, Inc., a Delaware corporation (“Synergy”), the individual parties named on the signature page hereto (the “Synergy Holders”) on the one hand, and Pawfect Foods, Inc., a Florida corporation (the “Company”), on the other hand. Capitalized terms herein unless otherwise defined, shall the meanings assigned to them in the Agreement.
EXCHANGE AGREEMENTExchange Agreement • July 18th, 2008 • Pawfect Foods Inc • Retail-retail stores, nec • New York
EXCHANGE AGREEMENT, dated this 11th day of July, 2008 (the “Agreement”), among Callisto Pharmaceuticals, Inc., a Delaware corporation (“Callisto”), Synergy Pharmaceuticals, Inc., a Delaware corporation (“Synergy”), the individual parties named on the signature page hereto (the “Synergy Holders”) on the one hand, and Pawfect Foods, Inc., a Florida corporation (the “Company”), on the other hand.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2018 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 22, 2017 is made and entered into by and between Synergy Pharmaceuticals, Inc., a company incorporated under the laws of the state of Delaware (the “Company”), and Troy M. Hamilton an individual (the “Executive”).
AMENDMENT AND WAIVER NO. 5Amendment and Waiver • November 14th, 2018 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT AND WAIVER, dated as of November 13, 2018 (this “Agreement”), is made among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2012 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 15, 2012, is made by and among Synergy Pharmaceuticals Inc., a Delaware corporation (“Synergy”) and Callisto Pharmaceuticals, Inc., a Delaware corporation (“Callisto”).
ContractEmployment Agreement • February 25th, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDMENT (the “Amendment”) to the AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) originally dated as of July 12, 2013, by and between Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Patrick H. Griffin, M.D., FACP (the “Executive”) is dated as of January 18, 2016. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • November 26th, 2018 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This LIMITED FORBEARANCE AGREEMENT is made as of November 21, 2018 (this “Agreement”), among Synergy Pharmaceuticals Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (as defined in the Loan Agreement referred to below) party hereto, the Lenders (as defined in the Loan Agreement referred to below), and CRG Servicing LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, “Agent” and, collectively with Lenders, “CRG Parties”).
EXCHANGE AGREEMENTExchange Agreement • March 18th, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Securities (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”) on March , 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 7.5% Convertible Senior Notes due 2019 (the “Existing Securities”) for shares of common stock of the Company (the “Shares”).
LOAN AGREEMENTLoan Agreement • March 16th, 2011 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Loan Agreement (this “Agreement”) is dated as of February , 2011 between Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), and the lender identified on the signature page hereto (the “Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 15th, 2012 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER approved on February 14, 2012 by Synergy Pharmaceuticals, Inc., a business corporation organized under the laws of the State of Florida (“SP—FL”), and by its Board of Directors on said date, and approved on February 14, 2012 by Synergy Pharmaceuticals, Inc., a business corporation organized under the laws of the State of Delaware (“SP—DE”), and by its Board of Directors on said date.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 25th, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 10, 2015 is made and entered into by and between Synergy Pharmaceuticals Inc., a company incorporated under the laws of the state of Delaware (the “Company”), and Gary L. Sender, M.S., an individual (the “Executive”).
FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2017 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated December 29, 2016 by and between Synergy Pharmaceuticals Inc., a company incorporated under the laws of Delaware (the "Company"), and Gary S. Jacob, Ph.D., an individual (the "Executive") with reference to the following facts:
