0001047469-11-002234 Sample Contracts

Contract
Synergy 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.

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LOAN AGREEMENT
Loan 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”).

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