LOCK-UP AGREEMENTLock-Up Agreement • January 4th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
In connection with the proposed acquisition of Salarius Pharmaceuticals LLC (“Salarius”) by Flex Pharma, Inc. (“Flex”) whereby Falcon Acquisition Sub, LLC, a wholly-owned subsidiary of Flex, will merge with and into Salarius (the “Merger”), and in consideration of Salarius proceeding with the Merger as contemplated by the Agreement and Plan of Merger dated January 3, 2019 (the “Merger Agreement”), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Salarius to close the Merger, the undersigned (“Securityholder”), a holder of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Flex, Flex restricted stock, or options to purchase shares of Common Stock of Flex (collectively, “Securities”), hereby agrees with Salarius as follows:
Voting AgreementVoting Agreement • January 4th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”), dated as of January 3, 2019, is entered into by and between the undersigned holder (“Securityholder”), a holder of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Flex Pharma, Inc., a Delaware corporation (“Parent”), Parent restricted stock, or options to purchase shares of Common Stock (collectively, “Parent Securities”), Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and solely with respect to Section 3(b)(ii) and Section 3(c), Parent. The Company and the Securityholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
