Attached files

file filename
8-K - FORM 8-K - Synthetic Biologics, Inc.v326949_8k.htm
EX-10.4 - EXHIBIT 10.4 - Synthetic Biologics, Inc.v326949_ex10-4.htm
EX-10.2 - EXHIBIT 10.2 - Synthetic Biologics, Inc.v326949_ex10-2.htm
EX-99.1 - EXHIBIT 99.1 - Synthetic Biologics, Inc.v326949_ex99-1.htm
EX-10.1 - EXHIBIT 10.1 - Synthetic Biologics, Inc.v326949_ex10-1.htm

 

JOINDER AGREEMENT

 

THIS JOINDER AGREEMENT, executed as of this 25th day of October, 2012, is made and entered into by the undersigned with reference to the following facts:

 

Reference is made to the Registration Rights Agreement, dated as of December 5, 2011, as amended by the First Amendment to the Registration Rights Agreement, dated as of August 6, 2012 (the “Registration Rights Agreement”), by and between Synthetic Biologics, Inc., a Nevada corporation (the “Company”), and Intrexon Corporation, a Virginia corporation, and any other parties identified on the signature pages of any joinder agreements substantially similar to this Joinder Agreement. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed thereto in the Registration Rights Agreement.

 

The undersigned hereby acknowledges that matters pertaining to the registration of the Registrable Securities is governed by the Registration Rights Agreement, and the undersigned hereby (1) acknowledges receipt of a copy of the Registration Rights Agreement, and (2) agrees to be bound as a Holder by the terms of the Registration Rights Agreement, as the same has been or may be amended from time to time.

 

This Joinder Agreement shall bind, and inure to the benefit of, the parties hereto and their respective devisees, heirs, personal and legal representatives, executors, administrators, successors and assigns. This Joinder Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard or giving effect to its principles of conflicts of law.

[Signatures Follow on Next Page]

 

 
 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first set forth above.

 

NRM VII HOLDINGS I, LLC  
     

By:

/s/ Randal J. Kirk

 
  Name:    Randal J. Kirk
 

Title:      Manager, Third Security, LLC,

which is the Manager of Third Security Staff 2001 LLC,

which is the Manager of NRM VII Holdings I, LLC

 

Acknowledged and Agreed by:  
   
SYNTHETIC BIOLOGICS, INC.  
     

By:

/s/ C. Evan Ballantyne

 
  Name: C. Evan Ballantyne  
  Title: Chief Financial Officer   

 

INTREXON CORPORATION  
     

By:

/s/ Donald P. Lehr

 
  Name: Donald P. Lehr  
  Title: Chief Legal Officer