June 18, 2018 Briggs W. Morrison, M.D. Chief Executive Officer Syndax Pharmaceuticals, Inc. Building D, Floor 3 Waltham, Massachusetts 02451 Re: 3(a)(9) Exchange Agreement Dear Dr. Morrison:3(a)(9) Exchange Agreement • June 20th, 2018 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Common Stock Holder” and collectively, the “Common Stock Holders”), pursuant to which the Common Stock Holders have agreed to exchange an aggregate of 2,000,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company beneficially owned by the Common Stock Holders for one or more Common Stock Warrants in the form attached hereto as Exhibit A (each a “Warrant”) to purchase an aggregate of 2,000,000 shares of Common Stock (the “Warrant Shares”) of the Company, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), on terms specified below.
