SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the Agreement) is made as of the 30th day of January, 2020, by and among Syndax Pharmaceuticals, Inc., a Delaware corporation (the Company), and the investors set forth on the signature pages hereto (the Investors).
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Securities.
1.1 Sale and Issuance. Subject to the terms and conditions of this Agreement, each Investor, severally and not jointly, agrees to purchase at the Closing and the Company agrees to sell and issue to such Investor at the Closing the number of shares of the Companys common stock, $0.0001 par value (the Common Stock) set forth on such Investors signature page hereof at a purchase price of $8.00 per share (the Shares); provided, however, that, at the option of the Investor, in lieu of purchasing Common Stock, such Investor may elect to purchase pre-funded warrants to purchase shares of Common Stock with an exercise price of $0.0001 per share (the Pre-Funded Warrants) at a purchase price of $8.00 minus the $0.0001 per share (the Pre-Funded Warrants together with the Shares, the Securities). The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are referred to herein as the Warrant Shares.
1.2 Closing. The purchase and sale of the Securities shall take place at the offices of Cooley LLP located at 3175 Hanover Street, Palo Alto, California 94304 at 10:00 A.M. Pacific Time, on February 4, 2020, or at such other time and place as the Company and the Investors may mutually agree upon in writing (which time and place are designated as the Closing). At the Closing, the Company shall (a) cause its transfer agent to deliver to each Investor, via electronic book-entry, the Shares, (b) deliver to each investor the Pre-Funded Warrants, if applicable, that such Investor is purchasing against payment of the purchase price therefor by wire transfer of immediately available funds to an account specified by the Company in writing to the Investors, and (c) cause its outside legal counsel, Cooley LLP, to deliver to each Investor a legal opinion in a form to be agreed to between the Company and the Investors.
2. Representations and Warranties of the Company. The Company hereby represents and warrants to each Investor that:
2.1 The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the Securities Act), and has filed with the Securities and Exchange Commission (the Commission) a registration statement on such Form (Registration File No. 333-233564), which became effective as of September 10, 2019, for the registration under the Securities Act of the Securities and the Warrant Shares. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the Rules and Regulations) of the Commission promulgated thereunder, a supplement to the form of prospectus filed with the Commission on August 30, 2019. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the Registration Statement; such prospectus in the form filed