0001104659-08-046481 Sample Contracts

Contract
Exchange 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.

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EXCHANGE AGREEMENT
Exchange 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.

SYNERGY PHARMACEUTICALS INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • July 18th, 2008 • Pawfect Foods Inc • Retail-retail stores, nec

THIS AGREEMENT is made as of July 2008 at New York, New York, between Synergy Pharmaceuticals Inc. a Delaware corporation (the “Company”), and (the “Purchaser”).

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