5,000,000 Shares Marinus Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2015 • Marinus Pharmaceuticals Inc • Pharmaceutical preparations • New York
The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member or (ii) the transfer of Shares or Related Securities to an affiliate of the undersigned or an affiliate of the manager of the undersigned in a transaction not involving a disposition for value; provided, however, that in any such case, it shall be a condition to such transfer that:
