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 common units, profits interest common units and/or Series A preferred units of Salarius (collectively, “Salarius Securities”) who or that will receive shares of Flex’s Common Stock in exchange for his, her or its Salarius Securities in connection with the Merger hereby agrees with Salarius as follows:
AGREEMENT AND PLAN OF MERGER among FLEX PHARMA, INC., FALCON ACQUISITION SUB, LLC, and SALARIUS PHARMACEUTICALS, LLC Dated as of January 3, 2019Merger Agreement • January 4th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 3, 2019 by and among Flex Pharma, Inc., a Delaware corporation (“Parent”), Falcon Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
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 member (“Unit Holder”) of Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), Flex Pharma, Inc., a Delaware corporation (“Parent”), and solely with respect to Section 3(b)(ii) and Section 3(c), Company. Parent and the Unit Holder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
