Exhibit 10.1





 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(this “Subscription”) is dated October 10, 2014, by and between the investor identified on the signature page
hereto (the “Investor”) and Synthetic Biologics, Inc., a company incorporated and registered in the State of
Nevada (the “Company”), whereby the parties agree as follows:


 


1.            Subscription.


 


(a)    Investor
agrees to buy and the Company agrees to sell and issue to Investor such number of Units (“Units”) as set forth
on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of
(x) the aggregate number of Units the Investor has agreed to purchase and (y) the purchase price per Unit set forth on the signature
page hereto, each Unit consisting of (i) one share of the Company’s common stock (the “Shares”), $0.001
par value per share (the “Common Shares”) and (ii) a warrant (the “Warrants”) to purchase
0.5 Common Shares (the “Warrant Shares”). The Purchase Price is set forth on the signature page hereto. The
Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other
Investors”) and expects to complete sales of the Units to them. The Investor and the Other Investors are hereinafter
sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements
executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions”.


 


(b)    The
offering and sale of the Units have been registered on a Registration Statement on Form S-3 (Registration No. 333-189794)
(the “Registration Statement”). The Registration Statement has been declared effective by the Securities and
Exchange Commission (the “Commission”) and is effective on the date hereof. The prospectus included in the Registration
Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with
the Commission on or prior to the date of this Subscription is hereinafter called the “Base Prospectus.” Any
preliminary form of prospectus which is filed or used prior to filing of the Prospectus (as hereinafter defined) is hereinafter
called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or
the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”),
and also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto,
filed with the Commission after the date of filing of the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior
to the termination of the offering of the Units by the Placement Agent. A final prospectus supplement will be delivered to the
Investor as required by law. Such final prospectus supplement, in the form in which it shall be filed with the Commission pursuant
to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” The
Base Prospectus, as supplemented by the Preliminary Prospectus, if any, and the pricing information conveyed orally to the Investor,
are collectively referred to as the “Disclosure Package.” The Shares shall be freely tradable on the NYSE MKT.


 


(c)     Payment
of the Purchase Price for, and delivery by the Company of, the Units shall take place at a closing (the “Closing”),
which shall occur no later than three (3) trading days after the date of this Subscription, subject to the satisfaction or waiver
of all the conditions to the Closing (the “Company Closing Conditions”) set forth in the Placement Agency Agreement
(the “Placement Agreement”) dated October 10, 2014 by and among the Company and the placement agent named
therein (the “Placement Agent”).


 




    	 



    	 



    

 


(d)     At
or prior to the Closing and promptly upon the request of the Placement Agent after the satisfaction of the Company Closing Conditions,
the manner of settlement of the Units purchased by the Investor shall be as follows (check one):


[____] A.    The Investor shall remit
by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company and the Placement
Agent:


 


Account Name: Synthetic Biologics, Inc.


Account Number:


Bank Name:


Bank Address:


 


ABA Number:


Contact:


Telephone:


 


The Placement
Agent shall have no rights in or to any of such funds, unless the Placement Agent is notified in writing by the Company in connection
with the Closing that a portion of such funds shall be applied to the Placement Fee.


 


The Investor
shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen
or resident, a W-8 form).


 


At the Closing,
upon receipt of the Purchase Price, the Company shall cause the Units to be delivered to the Investor, with (i) the delivery of
the Common Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the
instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” and (ii) the delivery
of the Warrants in physical form to the Investor.


 


— OR —


 


[____] B.
   For delivery of the Shares, delivery versus payment (“DVP”) through DTC (i.e., at Closing, the Company shall
deliver the Common Shares registered in the Investor’s name and address as set forth below and released by [NAME OF TRANSFER
AGENT] to the Investor through DTC at the Closing directly to the account(s) at the Placement Agent identified by the Investor;
upon receipt of such Common Shares, the Placement Agent shall promptly electronically deliver such Common Shares to the Investor,
and simultaneously therewith payment shall be made by the Placement Agent by wire transfer to the Company). No later than one (1)
business day after the execution of this Subscription by the Investor and the Company, the Investor shall:


 


(i) notify
the Placement Agent of the account or accounts at the Placement Agent to be credited with the Common Shares being purchased by
such Investor, and


 




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(ii) confirm
that the account or accounts at the Placement Agent to be credited with the Common Shares being purchased by the Investor have
a minimum balance equal to the aggregate purchase price for the Common Shares being purchased by the Investor.


 


For delivery of the Warrants, upon receipt of payment
by the Company from the account at the Placement Agent, the Company shall promptly deliver the Warrants to the Investor in physical
form.


 


IT IS THE INVESTOR’S RESPONSIBILITY
TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT
OF THE COMMON SHARES BY WAY OF DWAC OR DVP AND THE WARRANTS BY PHYSICAL DELIVERY IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER
THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY
NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER, AT THE COMPANY’S
DISCRETION.


 


2.           
Company Representations and Warranties. 


 


(a)    The Company represents
and warrants that: (i) it has full corporate power and authority to enter into this Subscription and the Warrants and to perform
all of its obligations hereunder and thereunder; (ii) each of this Subscription and the Warrants has been duly authorized and executed
by, and when delivered in accordance with the terms hereof will constitute a valid and binding agreement of, the Company enforceable
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the
execution and delivery of this Subscription and the Warrants and the consummation of the transactions contemplated hereby and thereby
do not conflict with or result in a breach of (x) the Company’s Certificate of Incorporation or other governing documents,
or (y) any material agreement to which the Company is a party or by which any of its property or assets is bound; (iv) the Shares
when issued and paid for in accordance with the terms of this Subscription, and the Warrant Shares when issued and paid for in
accordance with the Warrants, will be duly authorized, validly issued, fully paid and non-assessable; (v) the Registration Statement
and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vi)
the Disclosure Package as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
and (vii) all preemptive rights or rights of first refusal held by shareholders of the Company and applicable to the transactions
contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such
shareholders conferring such rights.


 


(b)    The Placement Agreement
contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor,
which shall be a third-party beneficiary thereof. The Company hereby incorporates such representations, warranties, covenants and
agreements herein, as if made on (i) the date hereof and (ii) the date of the Closing. The Company confirms that neither it nor
any other Person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or
in the Company’s Report on Form 8-K to be filed with the Commission in connection with the Offering. The Company understands
and confirms that the Investor will rely on the foregoing representations in effecting transactions in Common Shares of the Company.
After the time that the transactions contemplated by this Subscription are first publicly announced, the Investor shall have no
duty of confidentiality if the Company has disclosed any material, non-public information to the Investor.


 




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3.            Investor
Representations, Warranties and Acknowledgments. 


 


(a)     The
Investor represents and warrants that: (i) it has full right, power and authority to enter into this Subscription and to perform
all of its obligations hereunder; (ii) this Subscription has been duly authorized and executed by the Investor and, when delivered
in accordance with the terms hereof, will constitute a valid and binding agreement of the Investor enforceable against the Investor
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the
execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or
result in a breach of (A) the Investor’s articles of incorporation or bylaws (or other governing documents), or (B) any material
agreement or any law or regulation to which the Investor is a party or by which any of its property or assets is bound; (iv) it
has had full access to the Disclosure Package, the Company’s periodic reports and other information incorporated by reference
therein, and was able to read, review, download and print such materials; (v) in making its investment decision in this offering,
the Investor and its advisors, if any, have relied solely on the information contained or incorporated by reference in the Disclosure
Package; (vi) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to
investments in securities representing an investment decision like that involved in the purchase of the Units; (vii) the Investor
has had no position, office or other material relationship within the past three years with the Company or persons known to it
to be affiliates of the Company; (viii), except as set forth below, the Investor is not a, and it has no direct or indirect affiliation
or association with any, member of FINRA or an Associated Person (as such term is defined under the NASD Membership and Registration
Rules Section 1011) as of the date hereof; and (ix) neither the Investor nor any group of Investors (as identified in a public
filing made with the SEC) of which the Investor is a part in connection with the offering of the Units, acquired, or obtained the
right to acquire, 20% or more of the Common Shares (or securities convertible into or exercisable for Common Shares) or the voting
power of the Company on a post-transaction basis.


 


 


(If no exceptions, write “none.”
If left blank, response will be deemed to be “none.”)


 


(b)    The
Investor also represents and warrants that, other than the transactions contemplated hereunder, the Investor has not directly or
indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Investor, executed any purchase or
sale in Common Shares of the Company, including “short sales” as defined in Rule 200 of Regulation SHO under the Common
Shares Exchange Act of 1934 (“Short Sales”), during the period commencing from the time that the Investor first
became aware of the proposed transactions contemplated hereunder until the date hereof (the “Discussion Time”).
The Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the
existence and terms of this transaction).


 


4.            Investor
Covenant Regarding Short Sales and Confidentiality.


 


(a)    The Investor covenants
that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any transactions
in Common Shares of the Company, including Short Sales, during the period after the Discussion Time and ending at the time that
the transactions contemplated by this Subscription are first publicly announced through a press release and/or Current Report on
Form 8-K. The Investor covenants that until such time as the transactions contemplated by this Subscription are publicly disclosed
by the Company through a press release and/or Current Report on Form 8-K, the Investor will maintain the confidentiality of all
disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 




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(b)    The Company and the
Investor agree that the Company shall (a) no later than 9:00 am New York City time on the business day immediately following the
date hereof, issue a press release announcing the material terms and conditions of the offering and (b) on the business day immediately
following the date hereof, file a Current Report on Form 8-K with the Commission including, but not limited to, a form of this
Agreement as an exhibit thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all
material, non-public information delivered to the Investor by the Company, if any, or any of its officers or directors. The Company
shall not provide the Investor with any material, non-public information following the issuance of the press release. The Company
shall not identify any Investor by name in any press release without such Investor’s prior written consent.


 


5.            Miscellaneous.


 


(a)     This
Subscription constitutes the entire understanding and agreement between the parties with respect to its subject matter, and there
are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription. 
This Subscription may be modified only in writing signed by the parties hereto.


 


(b)     This
Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart.  Execution may be made by delivery by facsimile.


 


(c)     The
provisions of this Subscription are severable and, in the event that any court or officials of any regulatory agency of competent
jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Subscription and this Subscription shall be reformed and construed
as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such
provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially
adversely affect the economic rights of either party hereto.


 


(d)     All
communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand
delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter,
to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:


 


To the Company: 
as set forth on the signature page hereto.


 


To the Investor: 
as set forth on the signature page hereto.


 


All notices hereunder shall be effective
upon receipt by the party to which it is addressed.


 


(e)     This
Subscription shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly
performed in such state and without giving effect to the principles thereof regarding the conflict of laws.  To the extent
determined by such court, the prevailing party shall reimburse the other party for any reasonable legal fees and disbursements
incurred in enforcement or protection of any of its rights under this Subscription.


 




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(f)     The
Placement Agent shall be an express third-party beneficiary to each representation and warranty delivered by the Investor pursuant
to this Subscription, and shall be entitled to rely thereon.


 




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If the foregoing correctly sets forth our
agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription.


 





	 	SYNTHETIC BIOLOGICS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Address for Notice:
	 	 	 
	 	 	617 Detroit Street, Suite 100
	 	 	Ann Arbor, Michigan 48104
	 	 	Attention: C. Evan Ballantyne, CFO
	 	 	Facsimile No.: 734-332-7878







 


[Issuer’s
Signature Page to Subscription Agreement]


 




    	 



    	 



    

 


	INVESTOR: __________________________________	 	 
	 	 	 
	By:  _________________________________________	 	 
	       Name:	 	 
	
               Title:

         
	 	 
	
        Number of Units: ______________________________

        Number of Shares: _________________________

        Number of Warrant Shares: _________________

         

        Purchase Price per Unit: $______________________

        Aggregate Purchase Price:
        $____________________
	 	 
	 	 	 
	 	 	 
	DWAC Instructions:	 	 
	 	 	 
	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	 	 
	 	 	 
	DTC Participant Number:	 	 
	 	 	 
	
        Name of Account at DTC Participant being

        credited with the Shares:
	 	 
	 	 	 
	Account Number at DTC Participant being credited 

with the Shares:	 	 
	 	 	 
	 	 	 
	Address for Delivery of Warrants:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address for Notice (if different from above):	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[Investor’s Signature Page to Subscription
Agreement]