0001104659-15-057722 Sample Contracts

JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England
Warrant Agreement • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Ironwood Pharmaceutical, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

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JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England
Base Call Option Transaction • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England
Call Option Transaction • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629
Base Warrants • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Ironwood Pharmaceutical, Inc. (“Company”) to Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629
Additional Call Option Transaction • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

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