14,000,000 Shares Synta Pharmaceuticals Corp. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2013 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • New York
addition, the foregoing restrictions shall not apply to (A) sales of Shares pursuant to sales plans entered into prior to the date hereof pursuant to Rule 10b5-1 under the Exchange Act; provided, however, such sales may occur only to cover tax withholding obligations in connection with the vesting of restricted stock during the Lock-up Period, or (B) (i) the transfer of Shares or Related Securities by gift, (ii) the transfer of Shares or Related Securities to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or an immediate family member, (iii) the transfer of Shares or Related Securities by will or intestate succession to the legal representative, heir, beneficiary or an immediate family member or (iv) as distributions to members, partners or stockholders of the undersigned; provided, however, that in any such case under clause (B) above, it shall be a condition to such transfer that:
