0001144204-18-053807 Sample Contracts

UNDERWRITING AGREEMENT between SYNTHETIC BIOLOGICS, INC. and as Representative of the Several Underwriters
Underwriting Agreement • October 15th, 2018 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York

The undersigned, Synthetic Biologics, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Synthetic Biologics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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Synthetic Biologics, Inc. and Corporate Stock Transfer, Inc., as Warrant Agent Warrant Agency Agreement Dated as of October 15, 2018
Warrant Agency Agreement • October 15th, 2018 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of October 15, 2018 (“Agreement”), between Synthetic Biologics, Inc., a Nevada corporation (the “Company”), and Corporate Stock Transfer, Inc., with offices located at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209 (the “Warrant Agent”).

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