EXCHANGE AGREEMENTExchange Agreement • November 15th, 2016 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract Type FiledNovember 15th, 2016 Company IndustryOrbiMed Advisors LLC and its affiliate OrbiMed Capital LLC (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 10, 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”).