0001347613-17-000003 Sample Contracts

FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 1st, 2017 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated December 29, 2016 by and between Synergy Pharmaceuticals Inc., a company incorporated under the laws of Delaware (the "Company"), and Gary S. Jacob, Ph.D., an individual (the "Executive") with reference to the following facts:

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AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 1st, 2017 • Synergy Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 28, 2017, is between Synergy Pharmaceuticals Inc., a Delaware corporation, as issuer (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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