FLEXIBLE SOLUTIONS INTERNATIONAL INC (Form: SC 13D, Received: 04/27/2022 09:11:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Flexible Solutions International Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33938T104

(CUSIP Number)

Eric Steen

Chief Executive Officer

Lygos, Inc.

1249 Eighth St.

Berkeley, CA 94710

415-294-0069

With a Copy to:

Richard Vernon Smith

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105-2669

Telephone: (415) 773-5700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 17, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 33938T104

1	NAMES OF REPORTING PERSONS
	Lygos, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (1)

		8	SHARED VOTING POWER
			4,556,900 (1)(2)

		9	SOLE DISPOSITIVE POWER
			0 (1)

		10	SHARED DISPOSITIVE POWER
			4,556,900 (1)(2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,556,900 (1)(2)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	36.8% (1)(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)

See Item 5 of this Schedule 13D.

(2)

Beneficial ownership of the 4,556,900 shares of Common Stock referenced above is being reported hereunder solely because Lygos, Inc. may be deemed to have beneficial ownership of such shares of Common Stock as a result of the Voting and Support Agreements (as defined below) with certain stockholders of the Company. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lygos, Inc. that it is the beneficial owner of such shares of Common Stock for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Common Stock”), of Flexible Solutions International, Inc. (the “Company”), a corporation subsisting under the laws of the Province of Alberta. The principal executive offices of the Company are located at 6001 54 Ave., Taber, Alberta, Canada T1G 1X4.

Item 2. Identity and Background.

(a) - (c), (f) The name of the person filing this statement is Lygos, Inc. (“Lygos” or the “Reporting Person”), a corporation incorporated under the laws of the State of Delaware. The principal business of Lygos is creating a biological engineering platform focused on sustainable production of organic acid bio-monomers. Lygos’ bio-based ingredients offer alternatives to traditional industrial suppliers, enabling customers to create better, environmentally safer products. The principal business address and principal office address of Lygos is 1249 Eight St., Berkeley, CA 94710.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Lygos are set forth on Schedule I hereto and incorporated herein by reference.

(d) - (e) During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons set forth on Schedule I hereto have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On April 8, 2022, in connection with Lygos’ execution of the Merger Agreement (as defined below), each of (i) Ben Seaman, (ii) Daniel O’Brien, (iii) David Fynn, (iv) John Bientjes, (v) Robert Helina and (vi) Thomas Fyles (collectively, the “FSI Shareholders”) entered into support agreement with Lygos in their capacities as shareholders of the Company (collectively, the “Voting and Support Agreements”), pursuant to which Lygos may be deemed to beneficially own as of the date of those agreement 4,556,900 shares of Common Stock.

As described in response to Item 4, the shares of Common Stock beneficially owned by the FSI Shareholders (such shares of Common Stock collectively, the “Voting Agreement Shares”) have not been purchased by the Reporting Person, and thus no funds were used for such purpose. The Reporting Person has not paid any monetary consideration to the FSI Shareholders in connection with the execution and delivery of the Voting and Support Agreements. For a description of the Voting and Support Agreements, see Item 4 below, which description is incorporated by reference in response to this Item 3.

Item 4. Purpose of Transaction.

The Merger Agreement

On April 17, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Lygos, FSI Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and FSI Merger Sub II, Inc., a Delaware corporation (“Merger Sub II”). Pursuant to the Merger Agreement, (a) Merger Sub I will merge with and into Lygos, Merger Sub I will cease to exist, and Lygos will become a direct, wholly owned subsidiary of FSI (the “First Merger”), and (b) thereafter as part of the same overall transaction, Lygos will merge with and into Merger Sub II, Lygos will cease to exist, and Merger Sub II will survive as a direct, wholly owned subsidiary of FSI (the “Second Merger” and, collectively or in seriatim with the First Merger, as appropriate, the “Merger”).

The transaction was approved by the boards of directors of both the Company and Lygos.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) any shares of Lygos capital stock held as treasury stock prior to the Effective Time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor, (ii) each other outstanding share of Lygos capital stock will be converted solely into the right to receive a number of shares of Common Stock equal to the Exchange Ratio; provided, that no fractional Common Stock will be issued in connection with the Merger as a result of the conversion and any holder of Lygos common stock who would otherwise be entitled to receive a fraction of Common Stock (after aggregating all fractional Common Stock issuable to such holder) shall, in lieu of such fraction of a share, be entitled to receive, from the Company one share of Common Stock and (iii) each Lygos option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will automatically be assumed by the Company and converted into an option to acquire a number of shares of Common Stock at an adjusted exercise price per share (each such resulting option, a “Rollover Option”), and the number of shares of Common Stock subject to each Rollover Option shall be determined by multiplying the Exchange Ratio and rounding the resulting number down to the nearest whole number of Common Stock. Prior to the Effective Time, unless otherwise determined by Lygos in its sole discretion, Lygos will use commercially reasonable efforts to enter into an agreement (“SAFE Conversion Agreement) with each person (“SAFE Party”) that has entered into a Simple Agreement for Future Equity with the Company (“SAFE”), pursuant to which each SAFE will be terminated, effective as of immediately prior to the Effective Time, with each SAFE Party receiving the number of shares of the Lygos common stock set forth in the applicable SAFE Conversion Agreement.

The “Exchange Ratio” will equal the total number of Common Stock on a fully diluted basis outstanding as of the end of the last trading day of the Common Stock on the NYSE American before the Effective Time multiplied by two and then divided by the total number of shares of Lygos capital stock on fully diluted basis outstanding as of the same time.

Immediately following the effective time of the Merger, the former stockholders of Lygos are expected to own approximately 66.7% of the outstanding share capital of the combined company. Upon closing, Eric Steen will serve as the CEO and a member of the board of directors for the combined company. Dan O’Brien has entered into a five-year employment agreement to continue overseeing the Company’s existing business activities. Lygos’ current CFO, Bryce Dille, and CTO, Nick Ohler, PhD, will retain these respective roles in the combined company. Also, in connection with the Merger, upon closing, all current directors of the Company will resign, subject to the Company’s shareholders electing new directors designated by Lygos. To that end, the Company will prepare and file with the SEC a registration statement on Form S-4 that will contain a prospectus and a proxy statement, and will seek the approval of the Company’s shareholders with respect to certain actions, including the election of Eric Steen and the other individuals designated by Lygos as directors of the combined company as described above.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Form 8-K, filed on April 18, 2022 and incorporated herein by reference.

The Voting and Support Agreements

In connection with the execution and delivery of the Merger Agreement, Lygos entered into the Voting and Support Agreement with the FSI Shareholders, pursuant to which the FSI Shareholders have agreed to support the transactions contemplated by the Merger Agreement, including by, among other things, voting their Voting Agreement Shares for matters necessary to consummate the transactions. The Voting and Support Agreements will terminate upon certain events, including any termination of the Merger Agreement in accordance with its terms.

The number of shares of Common Stock that Lygos may be deemed to beneficially own as a result of the Voting and Support Agreements as of the date of those agreements is 4,556,900.

The foregoing descriptions of the Voting and Support Agreements does not purport to be complete and are qualified in its entirety by reference to the full text of each of the Voting and Support Agreements, copies of which are attached as Exhibits 2 through 7 hereto and incorporated herein by reference.

Other Agreements

Lygos has entered into a financing arrangement with certain investors which has provided to Lygos $160 million in capital. Under the terms of a note purchase agreement, Lygos issued 5.5% convertible notes with a $160 million principal amount. The conversion price of the convertible note will be set 12 months from the date of the note, and the pricing terms will be set upon the trading price of the Company’s Common Stock, but will be no less than $250M or no greater than $350M. The combined company intends to use these proceeds to fund the development of the combined company’s business.

The directors and certain stockholders of Lygos collectively holding a sufficient number, type and class of Lygos capital stock to obtain the requisite approval of the Lygos stockholders of the transactions contemplated by the Merger Agreement have entered into similar support agreements with the Company (the “Lygos Support Agreements”). Pursuant to such Lygos Support Agreements, the Lygos stockholders have agreed to, among other things, provide the requisite consents necessary to consummate the transactions and vote their capital stock in favor of such transactions. The Lygos Support Agreements will terminate upon certain events, including any termination of the Merger Agreement in accordance with its terms.

The foregoing descriptions of the Lygos Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Lygos Support Agreement, a copy of which is attached hereto as Exhibit 8 and incorporated herein by reference.

Concurrently with the execution and delivery of the Merger Agreement, Eric Steen, the Chief Executive Officer of Lygos, entered into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which securities held by Mr. Steen are subject to a lock-up until April 8, 2023 and shall not be transferred, other than transfers to certain permitted transferees as described in the Lock-Up Agreement. Pursuant to the Lock-Up Agreement, Mr. Steen may sell up to 22% of his Lock-Up Shares (as defined in the Lock Up Agreement) as of the effective time of the Merger.

The foregoing descriptions of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 9 and incorporated herein by reference.

General

Except as described in this Schedule 13D and in connection with the transactions contemplated by the Merger Agreement and the Voting and Support Agreements, neither Lygos nor, to the knowledge of Lygos, any of the persons set forth on Schedule I hereto, has any plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D (although Lygos and each person listed on Schedule I hereto reserves the right to develop such plans).

Item 5. Interest in Securities of the Issuer.

(a) and (b). The beneficial ownership percentages described in this Schedule 13D are based on 12,375,746 shares of Common Stock deemed to be outstanding as of March 29, 2022, as represented by the Company in its Form 10-K filed on March 29, 2022.

Immediately prior to the execution of the Voting and Support Agreements, the Reporting Person did not own any shares of Common Stock. However, as a result of entering into the Voting Agreements on April 8, 2022, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Act, the Reporting Person may be deemed to have shared beneficial ownership with respect to a total of 4,556,900 shares of Common Stock, representing the sum of the outstanding shares of Common Stock individually beneficially owned by the FSI Shareholders as represented by the FSI Shareholders in the Voting and Support Agreements, which represents in the aggregate approximately 36.8% of the shares of Common Stock deemed to be outstanding as described in the prior paragraph. Items 7 through 11 of the cover page of this Schedule 13D and the footnotes thereto are incorporated herein by reference.

Except as set forth above, neither the Reporting Person nor, to the Reporting Person’s knowledge, any of the persons named in Schedule I hereto, beneficially owns any shares of Common Stock.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Voting Agreement Shares for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as described herein, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons set forth on Schedule I hereto has effected any transaction in the shares of Common Stock during the past 60 days.

(d) Except with reference to the Merger Agreement and the Voting and Support Agreements and the transactions contemplated by those agreements, and except as set forth in this Schedule 13D, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons set forth on Schedule I hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company reported herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 of this Schedule 13D is incorporated into this Item 6 by reference.

Except for the agreements and transactions described in this Schedule 13D, to the knowledge of the Reporting Person, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

Exhibit Number		Exhibit Name
1		Agreement and Plan of Merger and Reorganization by and among Flexible Solutions International Inc., Lygos, Inc., FSI Merger Sub I, Inc. and FSI Merger Sub II, Inc., dated April 17, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 18, 2022 (File Number 001-31540)).
2		Voting and Support Agreement, dated as of April 8, 2022 by and among Lygos, Inc. and Ben Seaman.
3		Voting and Support Agreement, dated as of April 8, 2022 by and among Lygos, Inc. and Daniel O’Brien
4		Voting and Support Agreement, dated as of April 8, 2022 by and among Lygos, Inc. and David Fynn
5		Voting and Support Agreement, dated as of April 8, 2022 by and among Lygos, Inc. and John Bientjes
6		Voting and Support Agreement, dated as of April 8, 2022 by and among Lygos, Inc. and Robert Helina
7		Voting and Support Agreement, dated as of April 8, 2022 by and among Lygos, Inc. and Thomas Fyles
8		Company Stockholder Support Agreement, dated as of April 17, 2022 by and among Flexible Solutions International Inc. and certain stockholders of Lygos, Inc.
9		Lock-Up Agreement, dated as of April 17, 2022 by and between Flexible Solutions International Inc. and Eric Steen.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 27, 2022

	Lygos, Inc.

	By:	/s/ Eric Steen
		Name: Eric Steen
		Title: Chief Executive Officer

SCHEDULE I

Directors and Executive Officers of

Lygos, Inc.

The following table sets forth certain information with respect to the directors and executive officers of Lygos, Inc. The business address of each director and executive officer is c/o Lygos, Inc., 1249 Eighth St, Berkeley, CA 94710.


Directors
Name	Present Principal Occupation or Employment	Citizenship

Eric Steen	Chief Executive Officer of Lygos	United States

Brad Gillespie	General Partner at IA Ventures	United States


Executive Officers
Name	Present Principal Occupation or Employment	Citizenship

Eric Steen	Chief Executive Officer of Lygos	United States

Bryce Dille	Chief Financial Officer of Lygos	United States

Nicholas Ohler	Chief Technology Officer	United States

Exhibit 2

FSI SHAREHOLDER SUPPORT AGREEMENT

This FSI Shareholder Support Agreement, dated as of April 8, 2022 (this “Agreement”), is between Lygos, Inc., a Delaware corporation (the “Company”), and the undersigned shareholder (the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below)

WHEREAS, concurrently with the execution of this Agreement, Flexible Solutions International, Inc., a corporation subsisting under the laws of the Province of Alberta (“FSI”), FSI Merger Sub I, Inc., a Delaware corporation and wholly-owned Subsidiary of FSI (“Merger Sub I”), FSI Merger Sub II, Inc., a Delaware corporation and wholly-owned Subsidiary of FSI (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions of the Merger Agreement, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct, wholly owned subsidiary of FSI; and (b) thereafter as part of the same overall transaction, the Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Second Merger;

WHEREAS, as of the date hereof, the Shareholder is the record or beneficial owner of the number of shares of FSI Common Shares, par value $0.001 per share, (“FSI Common Shares”), set forth opposite the Shareholder’s name on Schedule A (such shares of FSI Common Shares, together with any other capital shares of FSI acquired by the Shareholder after the date hereof and during the term of this Agreement or held by another Person, including a trust, but under control by the Shareholder, being collectively referred to as the “Subject Shares” of the Shareholder); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, FSI and the Company have requested that the Shareholder enter into this Agreement, and the Shareholder desires to enter into this Agreement to induce FSI and the Company to enter into the Merger Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Interpretation

SECTION 1.01. Interpretation. When a reference is made in this Agreement to an Article, Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the express context otherwise requires: (i) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (ii) the words “hereto,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) any pronoun used in this Agreement shall include the corresponding masculine, feminine and neutral forms; (v) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if” and (vii) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

Representations and Warranties of the Shareholder

The Shareholder represents and warrants to the Company that:

SECTION 2.01. Organization. In the event that the Shareholder or the entities under the Shareholder’s control holding Subject Shares, if any, is an entity, the Shareholder and the entities under the Shareholder’s control holding Subject Shares, if any, are duly organized, validly existing and in good standing under the laws of their jurisdictions of organization (in the case of good standing, to the extent such jurisdiction recognizes such concept).

SECTION 2.02. Ownership of Subject Shares. As of the date hereof, the Shareholder is the record and beneficial owner of, and has good and valid title to, the Subject Shares that are indicated opposite its name on Schedule A, free and clear of all Liens, except for any Liens created by this Agreement. The Shareholder does not own, of record or beneficially, any capital shares of FSI other than the Subject Shares set forth opposite its name on Schedule A. The Shareholder has the sole right to vote its Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

SECTION 2.03. Authority; Execution and Delivery; Enforceability. In the event that the Shareholder is an individual, the Shareholder has full power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Shareholder, and, in the event the Shareholder is an individual and is married and the Subject Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of the Shareholder, this Agreement has been duly executed and delivered by the Shareholder’s spouse. In the event the Shareholder or the entities under the Shareholder’s control holding the Subject Shares are entities, the Shareholder and the entities under the Shareholder’s control holding Subject Shares have all requisite power and authority and have taken all action necessary to execute and deliver this Agreement and to perform their obligations hereunder. The execution and delivery by the Shareholder of this Agreement and the performance by the Shareholder of its obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of the Shareholder (or the Shareholder’s governing body, members, shareholders, partners, trustees or similar Persons, as applicable) are necessary to authorize this Agreement or the performance by the Shareholder of its obligations hereunder. This Agreement has been duly executed and delivered by the Shareholder, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

SECTION 2.04. No Conflicts; Governmental Approvals. (a) The execution, and delivery by the Shareholder of this Agreement do not, and the performance by the Shareholder of its obligations hereunder will not, constitute or result in (i) in the event that the Shareholder or the entities under the Shareholder’s control holding Subject Shares, if any, are entities, a conflict with, a breach or violation of, or a default under, the certificate of incorporation and the bylaws, the limited liability company agreement, the partnership agreement or comparable organizational documents of the Shareholder or the entities under the Shareholder’s control holding the Subject Shares, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of any Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon such Shareholder or under any applicable Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Shareholder, except in the case of each of clauses (ii) and (iii) directly above, for any such conflict, breach, violation, termination, default, loss, creation, modification, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of the Shareholder to perform its obligations hereunder.

(b) No approval by any Governmental Authority is required to be obtained or made by or with respect to the Shareholder in connection with the execution, delivery and performance of this Agreement, other than compliance by the Shareholder with and filings under Sections 13(d) and 16 of the Exchange Act.

SECTION 2.05. Litigation. There is no Legal Proceeding pending or, to the knowledge of the Shareholder, any claim that has been asserted against or affecting the Shareholder with respect to a Legal Proceeding (and the Shareholder is not aware of any basis for any such Legal Proceeding or claim), nor is there any Order outstanding against the Shareholder or to which any of its properties or assets is subject that would, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of the Shareholder to perform its obligations hereunder.

ARTICLE III

Covenants of the Shareholder

SECTION 3.01. Agreement to Vote.

(a) From the period commencing with the date of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees that at any meeting of the shareholders of FSI called to seek the FSI Shareholder Approvals or in any other circumstances upon which a vote, consent or other approval of the Shareholder with respect to the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement is sought, the Shareholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by FSI, its Subject Shares in favor of granting the FSI Shareholder Approvals and any other actions presented to the shareholders of FSI that are necessary and desirable in connection with the FSI Shareholder Approvals and the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement.

(b) From the period commencing with the date of this Agreement and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees that at any meeting of the shareholders of FSI or in any other circumstances upon which a vote, consent or other approval of the Shareholder is sought, the Shareholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by FSI, its Subject Shares against (A) any Alternative Transaction or any other action, agreement or proposal made in opposition to or in competition with the consummation of the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement, (B) any action, agreement or proposal involving FSI or any of its Subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of FSI, Merger Sub I or Merger Sub II under the Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of FSI or any other action, agreement or proposal involving FSI or any of its Subsidiaries that would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the capital shares of FSI.

(c) From the period commencing with the Effective Date and continuing until the termination of this Agreement pursuant to Section 4.11, the Shareholder agrees to vote, or cause to be voted, the Subject Shares, from time to time and at all times (unless FSI otherwise consents in writing), in whatever manner recommended by FSI’s Board of Directors as reflected in any FSI proxy or information statement in connection with such vote. The Shareholder shall be present in person or represented by proxy at all meetings of shareholders of FSI so that the Subject Shares may be counted for the purpose of determining the presence of a quorum at such meetings. The Shareholder shall not commit or agree to take any action inconsistent with any provision of this Section 3.01(c).

(d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b).

(e) The Shareholder hereby covenants and agrees that, except for this Agreement, such Shareholder (i) has not entered into, and shall not enter into at any time while the Merger Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Shares of such Shareholder, (ii) has not granted, and shall not grant at any time while the Merger Agreement remains in effect, a proxy, consent or power of attorney with respect to the Subject Shares of such Shareholder (except pursuant to any irrevocable proxy card delivered to the Company directing that the Subject Shares of such Shareholder be voted in accordance with this Section 3.01) and (iii) has not taken and shall not knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement. The Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Subject Shares, if any, are not irrevocable and such Shareholder hereby revokes (and shall cause to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Subject Shares.

SECTION 3.02. Irrevocable Proxy. The Shareholder hereby irrevocably grants to, and appoints, the Company, and any individual designated in writing by the Company, and each of them individually, as the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote its Subject Shares, or grant a consent or approval in respect of its Subject Shares, in a manner consistent with Section 3.01 if the Shareholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. The Shareholder understands and acknowledges that FSI and the Company are entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with applicable Laws governing irrevocable proxies. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by the Shareholder, upon any termination of this Agreement pursuant to Section 4.11.

SECTION 3.03. Transfer and Other Restrictions. Except pursuant to this Agreement, the Shareholder shall not, directly or indirectly, (i) Transfer (as defined below) or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any of its Subject Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

SECTION 3.04. Non-Solicitation. To the extent not inconsistent with the fiduciary duties of the Board of Directors of FSI, the Shareholder shall not, and shall not permit any of its controlled Affiliates or any of their respective Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, or take any other action to knowingly facilitate, the making of any proposal that constitutes or is reasonably likely to lead to an Alternative Transaction or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any confidential information with respect to, any Alternative Transaction. The Shareholder shall, and shall cause its controlled Affiliates and direct its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Alternative Transaction. If the Shareholder shall receive any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, the Shareholder shall, as promptly as practicable (and in no event later than twenty-four (24) hours after the Shareholder becomes aware of such inquiry or proposal), (a) advise the Company orally and in writing of the receipt of any inquiry or proposal for an Alternative Transaction, the material terms and conditions of any such proposal for an Alternative Transaction and the identity of the Person making any such proposal for an Alternative Transaction and (b) notify such Person in writing that the Shareholder is subject to an exclusivity agreement with respect to the Contemplated Transactions that prohibits the Shareholder from considering such inquiry or proposal, to the extent not inconsistent with the fiduciary duties of the Board of Directors of FSI. The Shareholder shall keep the Company reasonably informed of any material developments with respect to any such proposal for an Alternative Transaction (including any material changes thereto).

SECTION 3.05. Directors and Officers.

(a) Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict the Shareholder (or a designee of the Shareholder) who is a director or officer of FSI from acting in such capacity or fulfilling the obligations of such office (including, for the avoidance of doubt, exercising their fiduciary duties), including by voting, in their capacity as a director or officer of FSI, in the Shareholder’s (or its designee’s) sole discretion on any matter (it being understood that this Agreement shall apply to the Shareholder solely in the Shareholder’s capacity as a shareholder of FSI). In this regard, the Shareholder shall not be deemed to make any agreement or understanding in this Agreement in the Shareholder’s capacity as a director or officer of FSI.

(b) Immediately following the Closing, the Shareholder, in the Shareholder’s capacity as a director of FSI (assuming that the Shareholder has not resigned from the FSI Board of Directors), agrees to appoint the new directors and officers of FSI, as selected by the Company at the Company’s sole discretion, and immediately thereafter resign from all positions the Shareholder holds or has held as a director or officer of FSI (subject to any employment arrangement between the Shareholder and FSI). The Shareholder unconditionally releases and forever discharges FSI, Merger Subs, the Company, the First Step Surviving Corporation, the Final Surviving Entity and any other Subsidiary of FSI, including their respective Affiliates, officers, directors, employees, consultants, advisors, attorneys and agents (collectively, the “Released Parties”) from (i) any and all obligation or duties a Released Party might have to the Shareholder, (ii) any and all claims of liability, whether legal or equitable, of every kind and nature, which the Shareholder has ever had, now has or may claim against any Released Party, in each case, in connection with the Merger Agreement or the transactions contemplated by the Merger Agreement, and (iii) any and all claims of liability, whether legal or equitable, or every kind and nature, which the Shareholder ever had, now has or may claim against any Released Party, in each case arising out of facts or circumstances occurring at any time on or prior to the Effective Time (such clauses (i), (ii) and (iii) are hereinafter referred to, individually, as a “Claim” and, collectively, as “Claims”); provided, however, that such release shall exclude those claims, liabilities, obligations and duties of FSI or the Company arising under the Merger Agreement and shall exclude, (x) compensation not yet paid (including any amounts payable in connection with the consummation of the transactions contemplated by the Merger Agreement), (y) reimbursement for expenses incurred by the Shareholder in the ordinary course of the Shareholder’s employment which are reimbursable under FSI’s expense reimbursement policies, and (z) any and all rights that the Shareholder may have by virtue of any indemnification provision, or otherwise, pursuant to the organizational and governing documents of FSI or any agreement between the Shareholder and FSI. The Shareholder hereby waives any right or Claim that might arise as a result of such different or additional Claims or facts, except to the extent provided in the proviso this Section 3.05(b). The Shareholder has been made aware of, and understands, the provisions of California Civil Code Section 1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

The Shareholder expressly, knowingly and intentionally waives any and all rights, benefits and protections of California Civil Code Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

SECTION 3.06. Public Announcements. The Shareholder shall, and shall cause its controlled Affiliates to, consult with the Company prior to issuing any press release or otherwise making public announcements, disclosures or communications issued by the Shareholder or its controlled Affiliates with respect to this Agreement, the Merger Agreement, the issuance of Merger Shares or any of the other transactions contemplated by the Merger Agreement, and shall not issue any such press release or make any such press release, public announcement, disclosure or communication prior to such consultation, except as may be required by applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Authority, in which case the Person making the disclosure shall give the Company a reasonable opportunity to review and comment upon such disclosure or communication to the extent reasonably practicable and legally permitted. Notwithstanding the foregoing, the Shareholder hereby agrees to permit FSI and the Company to publish and disclose in the Registration Statement / Proxy Statement (including all documents filed with the SEC in accordance therewith), the Shareholder’s identity and beneficial ownership of the Subject Shares or other equity interests of FSI and the nature of the Shareholder’s commitments, arrangements and understandings under this Agreement.

ARTICLE IV

General Provisions

SECTION 4.01. Notices. All notices, requests, claims, demands, waivers and other communications under this Agreement shall be in writing (including, for the avoidance of doubt, via email) and shall be addressed to a party at the following address for such party:

(i) if to the Company, to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Email: Eric Steen (esteen@lygos.com)

with a copy to (which shall not constitute notice):

Orrick, Herrington, & Sutcliffe, LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
Telephone: (415)-773-5700
Attention: John Bautista (jbautista@orrick.com); Richard Vernon Smith (rsmith@orrick.com)

(ii) if to the Shareholder, to:

c/o Daniel B. O’Brien

Email: dan@flexiblesolutions.com

or to such other address(es) as shall be furnished in writing by any such party to the other parties hereto in accordance with the provisions of this Section 4.01.

SECTION 4.02. Severability. The provisions of this Agreement shall be deemed severable and the illegality, invalidity or unenforceability of any provision shall not affect the legality, validity or enforceability of any other provision hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is illegal, invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such illegality, invalidity or unenforceability, nor shall such illegality, invalidity or unenforceability affect the legality, validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

SECTION 4.03. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

SECTION 4.04. Entire Agreement; No Third Party Beneficiaries. This Agreement, together with the Merger Agreement to the extent referenced herein, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof and is not intended to confer upon any Person other than the parties hereto any rights or remedies.

SECTION 4.05. Governing Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Law of the State of Delaware without regard to the conflicts of laws, rules or principles thereof (or any other jurisdiction) to the extent that such laws, rules or principles would direct a matter to another jurisdiction.

SECTION 4.06. Venue. The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, in the event that such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) located in New Castle County in the State of Delaware or the United States District Court for the District of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any Legal Proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Legal Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims relating to such Legal Proceeding or transactions shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Legal Proceeding in the manner provided in Section 4.01 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

SECTION 4.07. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DOCUMENTS REFERRED TO HEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTEMPLATED IN THIS SECTION 4.07, TO ENTER INTO THIS AGREEMENT, THE AGREEMENTS CONTEMPLATED BY THE DOCUMENTS REFERRED TO HEREIN AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AS APPLICABLE.

SECTION 4.08. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assignable or delegable (as the case may be), in whole or in part, by operation of Law or otherwise, and any attempted or purported assignment or delegation in violation of this Section 4.08 shall be null and void. Subject to the immediately preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

SECTION 4.09. Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that, in addition to any other available remedies the parties may have in equity or at law, each party shall, unless this Agreement has been terminated in accordance with its terms, be entitled to specific performance and injunctive relief as a remedy for any such breach including an injunction restraining any breach or violation or threatened breach or violation of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the courts specified in Section 4.06, in each case without necessity of posting a bond or other form of security. In the event that any Legal Proceeding should be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law.

SECTION 4.10. Amendment; Waiver. This Agreement may be amended by the parties hereto at any time. Any amendment to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of each of the parties hereto. The parties hereto may, to the extent permitted under applicable Law, waive compliance with any of the terms or conditions contained in this Agreement. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights hereunder or otherwise shall not constitute a waiver of such rights.

SECTION 4.11. Termination. This Agreement, and all obligations of the parties hereunder shall automatically terminate, without further action by any party hereto, upon the earliest of (i) the fifth (5^th) anniversary of the Effective Time, (ii) the termination of the Merger Agreement pursuant to Section 9 thereof, , and (iii) the mutual written agreement of the Shareholder and the Company; provided, however, that all obligations of the parties hereunder under Section 3.01(a), Section 3.01(b), Section 3.01(d), Section 3.01(e) and Section 3.02 through Section 3.06 shall automatically terminate, without further action by any party hereto, as of the Effective Time. In the event of any such termination of this Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or the Shareholder, other than (A) this Article IV, which provisions shall survive such termination, and (B) any liability for any breach of this Agreement prior to such termination.

SECTION 4.12. Further Action. From time to time, the parties agree to execute and deliver such additional documents and take such further actions, as may be requested or necessary to carry out the terms of this Agreement.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LYGOS, INC.

By: /s/ Eric Steen

Name: Eric Steen

Title: Chief Executive Officer

[Signature Page to Major Shareholder Voting Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

SHAREHOLDER:

By: /s/ Ben Seaman

Ben Seaman

[Signature Page to Major Shareholder Voting Agreement]

Schedule A

Name	Shares
Ben Seaman	0

Exhibit 3

FSI SHAREHOLDER SUPPORT AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Interpretation

ARTICLE II

Representations and Warranties of the Shareholder

The Shareholder represents and warrants to the Company that:

ARTICLE III

Covenants of the Shareholder

SECTION 3.01. Agreement to Vote.

(d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b).

SECTION 3.05. Directors and Officers.

ARTICLE IV

General Provisions

(i) if to the Company, to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Email: Eric Steen (esteen@lygos.com)

with a copy to (which shall not constitute notice):

(ii) if to the Shareholder, to:

c/o Daniel B. O’Brien

Email: dan@flexiblesolutions.com

or to such other address(es) as shall be furnished in writing by any such party to the other parties hereto in accordance with the provisions of this Section 4.01.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LYGOS, INC.

By: /s/ Eric Steen

Name: Eric Steen

Title: Chief Executive Officer

[Signature Page to Major Shareholder Voting Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

SHAREHOLDER:

By: /s/ Daniel B. O’Brien

Daniel B. O’Brien

[Signature Page to Major Shareholder Voting Agreement]

Schedule A

Name	Shares
Daniel B. O’Brien	4,521,900

Exhibit 4

FSI SHAREHOLDER SUPPORT AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Interpretation

ARTICLE II

Representations and Warranties of the Shareholder

The Shareholder represents and warrants to the Company that:

ARTICLE III

Covenants of the Shareholder

SECTION 3.01. Agreement to Vote.

(d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b).

SECTION 3.05. Directors and Officers.

ARTICLE IV

General Provisions

(i) if to the Company, to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Email: Eric Steen (esteen@lygos.com)

with a copy to (which shall not constitute notice):

(ii) if to the Shareholder, to:

c/o Daniel B. O’Brien

Email: dan@flexiblesolutions.com

or to such other address(es) as shall be furnished in writing by any such party to the other parties hereto in accordance with the provisions of this Section 4.01.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LYGOS, INC.

By: /s/ Eric Steen

Name: Eric Steen

Title: Chief Executive Officer

[Signature Page to Major Shareholder Voting Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

SHAREHOLDER:

By: /s/ David Fynn

David Fynn

[Signature Page to Major Shareholder Voting Agreement]

Schedule A

Name	Shares
David Fynn	0

Exhibit 5

FSI SHAREHOLDER SUPPORT AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Interpretation

ARTICLE II

Representations and Warranties of the Shareholder

The Shareholder represents and warrants to the Company that:

ARTICLE III

Covenants of the Shareholder

SECTION 3.01. Agreement to Vote.

(d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b).

SECTION 3.05. Directors and Officers.

ARTICLE IV

General Provisions

(i) if to the Company, to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Email: Eric Steen (esteen@lygos.com)

with a copy to (which shall not constitute notice):

(ii) if to the Shareholder, to:

c/o Daniel B. O’Brien

Email: dan@flexiblesolutions.com

or to such other address(es) as shall be furnished in writing by any such party to the other parties hereto in accordance with the provisions of this Section 4.01.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LYGOS, INC.

By: /s/ Eric Steen

Name: Eric Steen

Title: Chief Executive Officer

[Signature Page to Major Shareholder Voting Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

SHAREHOLDER:

By: /s/ John H. Bientjes

John H. Bientjes

[Signature Page to Major Shareholder Voting Agreement]

Schedule A

Name	Shares
John H. Bientjes	0

Exhibit 6

FSI SHAREHOLDER SUPPORT AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Interpretation

ARTICLE II

Representations and Warranties of the Shareholder

The Shareholder represents and warrants to the Company that:

ARTICLE III

Covenants of the Shareholder

SECTION 3.01. Agreement to Vote.

(d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b).

SECTION 3.05. Directors and Officers.

ARTICLE IV

General Provisions

(i) if to the Company, to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Email: Eric Steen (esteen@lygos.com)

with a copy to (which shall not constitute notice):

(ii) if to the Shareholder, to:

c/o Daniel B. O’Brien

Email: dan@flexiblesolutions.com

or to such other address(es) as shall be furnished in writing by any such party to the other parties hereto in accordance with the provisions of this Section 4.01.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LYGOS, INC.

By: /s/ Eric Steen

Name: Eric Steen

Title: Chief Executive Officer

[Signature Page to Major Shareholder Voting Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

SHAREHOLDER:

By: /s/ Robert Helina

Robert Helina

[Signature Page to Major Shareholder Voting Agreement]

Schedule A

Name	Shares
Robert Helina	20,000

Exhibit 7

FSI SHAREHOLDER SUPPORT AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Interpretation

ARTICLE II

Representations and Warranties of the Shareholder

The Shareholder represents and warrants to the Company that:

ARTICLE III

Covenants of the Shareholder

SECTION 3.01. Agreement to Vote.

(d) The Shareholder shall not commit or agree to take any action inconsistent with any provision of Sections 3.01(a)-(b).

SECTION 3.05. Directors and Officers.

ARTICLE IV

General Provisions

(i) if to the Company, to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Email: Eric Steen (esteen@lygos.com)

with a copy to (which shall not constitute notice):

(ii) if to the Shareholder, to:

c/o Daniel B. O’Brien

Email: dan@flexiblesolutions.com

or to such other address(es) as shall be furnished in writing by any such party to the other parties hereto in accordance with the provisions of this Section 4.01.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LYGOS, INC.

By: /s/ Eric Steen

Name: Eric Steen

Title: Chief Executive Officer

[Signature Page to Major Shareholder Voting Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

SHAREHOLDER:

By: /s/ Thomas Fyles

Dr. Thomas Fyles

[Signature Page to Major Shareholder Voting Agreement]

Schedule A

Name	Shares
Dr. Thomas Fyles	15,000

Exhibit 8

Execution Version

COMPANY STOCKHOLDER SUPPORT AGREEMENT

This Company Stockholder Support Agreement (this “Agreement”) is made and entered into as of April 17, 2022, by and among Flexible Solutions International, Inc., an Alberta, Canada corporation (“FSI”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Lygos, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, FSI, FSI Merger Sub I, Inc., a Delaware corporation and wholly-owned Subsidiary of FSI (“Merger Sub I”), FSI Merger Sub II, Inc., a Delaware limited liability company and wholly-owned Subsidiary of FSI (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions of the Merger Agreement, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct, wholly owned subsidiary of FSI; and (b) thereafter as part of the same overall transaction, the Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Second Merger;

WHEREAS, each Stockholder agrees to enter into this Agreement with respect to all Company Securities (as defined below) that such Stockholder now or hereafter owns, beneficially (as defined in Rule 13d-3 under the Exchange Act) or of record;

WHEREAS, each Stockholder is the beneficial and/or record owner of, and has the sole right to vote or direct the voting of, such number of shares of Company Securities (as defined below) as are set forth on Schedule A attached hereto opposite the name of such Stockholder;

WHEREAS, each of FSI and each Stockholder has determined that it is in its best interests to enter into this Agreement;

WHEREAS, each Stockholder understands and acknowledges that FSI is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement; and

WHEREAS, following the date hereof, FSI intends to file with the SEC a registration statement on Form S-4 in connection with the matters set forth in Section 5.1 of the Merger Agreement (the “Registration Statement”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Definitions. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement.

“Affiliate” of a specified person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person (provided that if a Stockholder is a venture capital, private equity, growth equity, angel fund or similar funding vehicle, no portfolio company of such Stockholder will be deemed an Affiliate of such Stockholder, and the Company shall not be deemed to be an Affiliate of any Stockholder for purposes of this Agreement).

“Company Securities” means, collectively, any Company Common Stock, Company Preferred Stock, Company Options, any securities convertible into or exchangeable for any of the foregoing, and any interest in or right to acquire any of the foregoing, whether now owned or hereafter acquired by any Stockholder hereto.

“Expiration Time” shall mean the earlier to occur of (a) the Effective Time, (b) such date as the Merger Agreement shall be validly terminated in accordance with Section 9 thereof and (c) with respect to each Stockholder and FSI, the effective date of a written agreement between FSI and such Stockholder terminating this Agreement.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Transfer” shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

2. Agreement to Retain the Company Securities.

2.1 No Transfer of Company Securities. Until the Expiration Time, each Stockholder agrees not to, other than as expressly required by the Merger Agreement, (a) Transfer any Company Securities or (b) deposit any Company Securities into a voting trust or enter into a voting agreement or any similar agreement, arrangement or understanding with respect to Company Securities or grant any proxy (except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement) (it being understood that the fact that certain Company Securities already may be subject to the Company’s Amended and Restated Voting Agreement or any similar agreement shall not be deemed a violation of this Section 2.1 or Section 3.1 below); provided, that any Stockholder may Transfer any such Company Securities to any Affiliate of such Stockholder or to another stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, or if such Stockholder is a natural person, to immediate family or a trust for the benefit of immediate family for estate planning purposes, if, and only if, the transferee of such Company Securities evidences in a writing reasonably satisfactory to FSI such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such Stockholder.

2.2 Additional Company Securities. Until the Expiration Time, each Stockholder agrees that any Company Securities that such Stockholder purchases or otherwise hereinafter acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power after the execution of this Agreement and prior to the Expiration Time shall be subject to the terms and conditions of this Agreement to the same extent as if they were owned by such Stockholder as of the date hereof.

2.3 Unpermitted Transfers. Any Transfer or attempted Transfer of any Company Securities in violation of this Section 2 shall, to the fullest extent permitted by applicable Law, be null and void ab initio.

3. Agreement to Consent and Approve.

3.1 Hereafter until the Expiration Time, each Stockholder agrees that, within forty-eight (48) hours of being notified by the Company that the Registration Statement has been declared effective by the SEC, and except as otherwise agreed in writing with FSI, such Stockholder shall execute and deliver a written consent substantially in the form attached as Exhibit H to the Merger Agreement (the “Stockholder Written Consent”), which consent shall adopt and approve the Merger Agreement, the Mergers and the other Contemplated Transactions. Following such execution and delivery, each Stockholder hereby agrees that it will not revoke, withdraw or repudiate the Stockholder Written Consent. The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable.

3.2 Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder shall enter into any tender or voting agreement, or any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Company Securities that would prevent, materially restrict, materially limit or materially interfere with the performance of such Stockholder’s obligations hereunder or the consummation of the transactions contemplated hereby.

3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Securities to adopt the Merger Agreement, or approve the Mergers and the other Contemplated Transactions, or in any other circumstances upon which a vote, consent or other approval (including the Stockholder Written Consent) with respect to the Merger Agreement, the Mergers or the other Contemplated Transactions is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Securities currently or hereinafter owned by such Stockholder in favor of the foregoing.

3.4 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a Stockholder’s vote, consent or other approval (including by written consent) is sought, such Stockholder shall vote (or cause to be voted) all Company Securities (to the extent such Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any Alternative Transaction. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time. Hereafter until the Expiration Time, in connection with any document or other instrument pursuant to which each Stockholder is asked to approve or consent to the Contemplated Transactions, each Stockholder shall execute such document or other instrument and otherwise take such other steps as are necessary to effect the Contemplated Transactions.

4. Additional Agreements.

4.1 Litigation. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against FSI, Merger Sub I, Merger Sub II, the Company or any of their respective successors, directors or officers (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into this Agreement or the Merger Agreement.

4.2 Waiver of Certain Rights. Each Stockholder hereby waives any requirement for notice with respect to the Contemplated Transactions under any agreements with the Company.

4.3 Confidentiality. Until the Expiration Time, each Stockholder will and will cause its Affiliates to keep confidential and not disclose any non-public information relating to FSI or the Company or any of their respective subsidiaries, including the existence or terms of, or transactions contemplated by, this Agreement, the Merger Agreement or the other documents related to the Contemplated Transactions, except to the extent that such information (i) was, is or becomes generally available to the public after the date hereof (including by virtue of any public filings to be made by any parties to the Merger Agreement as are required by the federal securities law in connection with the Registration Statement or a Current Report on Form 8-K), other than as a result of a disclosure by such Stockholder in breach of this Section 4.3, (ii) is, was or becomes available to such Stockholder on a non-confidential basis from a source other than FSI or the Company; provided that, to the knowledge of such Stockholder, such information is not subject to a legal, fiduciary or contractual obligation of confidentiality or secrecy to FSI or the Company, or (iii) is or was independently developed by such Stockholder after the date hereof without use of, or reference to any non-public information of FSI or the Company. Notwithstanding the foregoing, such information may be disclosed to the extent required to be disclosed in a judicial or administrative proceeding, or otherwise required to be disclosed by applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which such disclosing party is subject), provided that such Stockholder gives FSI or the Company, as applicable, prompt notice of such request(s) or requirement(s), to the extent practicable (and not prohibited by Law), so that the FSI or the Company may seek, at its own expense, an appropriate protective order or similar relief (and such Stockholder shall reasonably cooperate with such efforts, it being understood that such obligation to reasonably cooperate does not require a Stockholder to itself commence litigation regarding such protective order or similar relief). In addition, and notwithstanding the foregoing, such Stockholder, if not a natural person, and its controlled Affiliates may include such confidential, non-public or proprietary information and materials in ordinary course communications to existing equityholders, including general and limited partners and members, directors (or equivalent) and investors of such Stockholder, in each case, in connection with fund raising, marketing information or reporting activities of the kind customarily provided with respect to investment activity, but in each case such Stockholder shall ensure that each recipient of such information affords to such information the same confidential treatment that such Stockholder affords to its own confidential and proprietary information (and such Stockholder shall be responsible for any breach of this Section 4.3 by such recipient).

5. Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, to FSI as follows:

5.1 Due Authority. Such Stockholder has the full power and authority to execute and deliver this Agreement and perform its obligations hereunder. If such Stockholder is an individual, the signature to this agreement is genuine and such Stockholder has legal competence and capacity to execute the same. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as limited by applicable remedies exceptions.

5.2 Ownership of the Company Securities. As of the date hereof, such Stockholder is the owner of the Company Securities set forth opposite such Stockholder’s name on Schedule A, free and clear of any and all Liens, options, rights of first refusal and limitations on such Stockholder’s voting rights, other than transfer restrictions under applicable securities laws or the certificate of incorporation or bylaws or any equivalent organizational documents of the Company, as applicable, or any restrictions set forth in the Company’s Amended and Restated Voting Agreement any similar agreement. Except for any restrictions set forth in Company’s Amended and Restated Voting Agreement any similar agreement, such Stockholder has sole voting power (including the right to control such vote as contemplated herein), power of disposition and power to issue instructions with respect to all Company Securities currently owned by such Stockholder, and the power to agree to all of the matters applicable to such Stockholder set forth in this Agreement. As of the date hereof, such Stockholder does not own any Company Securities other than the Company Securities set forth opposite such Stockholder’s name on Schedule A. As of the date hereof, such Stockholder does not own any rights to purchase or acquire any Company Securities, except for any Company Options or convertible securities set forth opposite such Stockholder’s name on Schedule A.

5.3 No Conflict; Consents.

(a)

The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Stockholder, (ii) if such Stockholder is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or such Stockholder, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Company Securities owned by such Stockholder pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b)

The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing or notification to, or expiration of any waiting period by any Governmental Authority or any other Person with respect to such Stockholder, other than those set forth as conditions to Closing in the Merger Agreement and other than those pursuant to, in compliance with or required to be made under the Exchange Act.

5.4 Absence of Litigation. As of the date hereof, there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder after reasonable inquiry, threatened against such Stockholder that would reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

5.5 Absence of Other Voting Agreement. Such Stockholder has not: (i) entered into any voting agreement, voting trust or any similar agreement, arrangement or understanding, with respect to any Company Securities owned by such Stockholder (other than as contemplated by this Agreement and the Company’s Amended and Restated Voting Agreement any similar agreement), (ii) granted any proxy, consent or power of attorney with respect to any Company Securities owned by such Stockholder (other than as contemplated by this Agreement and the Company’s Amended and Restated Voting Agreement or any similar agreement) or (iii) entered into any agreement, arrangement or understanding that would prohibit or prevent it from satisfying or would materially interfere with, or is otherwise materially inconsistent with, its obligations pursuant to this Agreement.

6. Fiduciary Duties. The covenants and agreements set forth herein shall not prevent any designee of any Stockholder from serving on the board of directors of the Company or from taking any action, subject to the provisions of the Merger Agreement, while acting in such designee’s capacity as a director or officer of the Company. Each Stockholder is entering into this Agreement solely in its capacity as the owner of such Stockholder’s Company Securities. Notwithstanding anything in this Agreement to the contrary, (i) no Stockholder shall be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof), any subsidiary of the Company, or any officers (in their capacity as such), directors (in their capacity as such), employees (in their capacity as such) and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Agreement (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Agreement).

7. Termination. This Agreement shall terminate and be of no further force or effect at the Expiration Time. Notwithstanding the foregoing sentence, this Section 7 and Section 10 shall survive any termination of this Agreement. Upon termination of this Agreement, none of the parties hereto shall have any further obligations or liabilities under this Agreement; provided, that nothing in this Section 7 shall relieve any party hereto of liability for any willful material breach of this Agreement prior to its termination.

8. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in FSI any direct or indirect ownership or incidence of ownership of or with respect to any Stockholder’s Company Securities. All rights, ownership and economic benefits of and relating to each Stockholder’s Company Securities shall remain fully vested in and belong to such Stockholder, and FSI shall have no authority to direct any Stockholder in the voting or disposition of any of Company Securities except as otherwise provided herein.

9. Exclusivity.

9.1 From the date of this Agreement and ending on the Expiration Time, no Stockholder shall, and each Stockholder shall cause its Affiliates and Representatives not to, directly or indirectly, (1) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning an Alternative Transaction, (2) amend or grant any waiver or release under any standstill or similar agreement to which such Stockholder is a party with respect to any class of equity securities of the Company or any of the Company Subsidiaries, (3) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (4) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (5) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, or (6) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Affiliates or Representatives acting on its behalf to take any such action. Each Stockholder shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each Stockholder also agrees that it will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement to which such Stockholder is a party in connection with its consideration of an Alternative Transaction to return or destroy all confidential information furnished to such person by or on behalf of it pursuant to such agreement prior to the date hereof.

9.2 From the date of this Agreement and ending on the Expiration Time, each Stockholder shall notify FSI promptly (but in no event later than twenty-four (24) hours) after receipt by such Stockholder or any of its Representatives of any inquiry or proposal with respect to an Alternative Transaction, any inquiry that would reasonably be expected to lead to an Alternative Transaction or any request for non-public information relating to the Company or any of the Company Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of the Company Subsidiaries by any third party, in each case, that is related to an inquiry or proposal with respect to an Alternative Transaction. In such notice, such Stockholder shall, to the extent not prohibited by the terms of any confidentiality obligations existing as of the date hereof, identify the third party making any such inquiry, proposal, indication or request with respect to an Alternative Transaction and shall provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. Each Stockholder shall keep FSI informed, on a reasonably current and prompt basis, of the status and material terms of any such inquiry, proposal, indication or request with respect to an Alternative Transaction, including the material terms and conditions thereof any material amendments or proposed amendments.

9.3 If any Stockholder or any of its Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Expiration Time, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after the Company becomes aware of such inquiry or proposal) notify such person in writing that such Stockholder is subject to an exclusivity agreement with respect to the Alternative Transaction that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section 9 by a Stockholder or its Affiliates or Representatives shall be deemed to be a breach of this Section 9 by such Stockholder.

10. Miscellaneous.

10.1 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

10.2 Non-survival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Expiration Time. Notwithstanding the foregoing, this Section 10.2 shall not limit any covenant or agreement contained in this Agreement that by its terms is to be performed in whole or in part after the Expiration Time.

10.3 Assignment. No party hereto may assign, directly or indirectly, including by operation of Law, either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties hereto, except with respect to a Transfer completed in accordance with Section 2.1. Subject to the first sentence of this Section 10.3, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment in violation of this Section 10.3 shall be void.

10.4 Amendments and Modifications. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of the parties hereto.

10.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State of Delaware, County of New Castle, or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at Law or in equity as expressly permitted in this Agreement. Each of the parties hereby further waives (1) any defense in any action for specific performance that a remedy at Law would be adequate and (2) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

10.6 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.6):

(i) if to FSI, to:

Flexible Solutions International, Inc.
6001 54^th Ave.
Taber, Alberta, Canada T1G 1X4
Telephone: 250-413-7025
Attention: Daniel O’Brien, dan@flexiblesolutions.com

with a copy (which shall not constitute notice) to:

Hart & Hart, LLC

1624 N. Washington St.

Denver, CO 80203

Telephone: 303-839-0061

Email: harttrinen@aol.com

Attention: William T. Hart

(ii) if to a Stockholder, to the address for notice set forth opposite such Stockholder’s name on Schedule A hereto,

with a copy (which shall not constitute notice) to:

Lygos, Inc.
1249 Eighth St.
Berkeley, CA 94710
Telephone: 415-294-0069
Attention: Eric Steen, esteen@lygos.com

and

Orrick, Herrington, & Sutcliffe, LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
Telephone: (415)-773-5700
Attention: John Bautista, jbautista@orrick.com; Richard Vernon Smith rsmith@orrick.com

10.7 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such Legal Proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Legal Proceeding arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Legal Proceeding relating thereto except in the courts described above in Delaware, other than Legal Proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Legal Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such Legal Proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

10.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.8.

10.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, and is not intended to confer upon any other Person other than the parties hereto any rights or remedies; provided, however, that the Company is an express third party beneficiary of this Agreement.

10.10 Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

10.11 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

10.12 Legal Representation. Each of the parties hereto agrees that it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and each party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party hereto drafting such agreement or document. Each Stockholder acknowledges that Orrick, Herington & Sutcliffe LLP is acting as counsel to the Company in connection with the Merger Agreement and the Contemplated Transactions, and is not acting as counsel to any Stockholder.

10.13 Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring such expenses.

10.14 Further Assurances. At the request of FSI or the Company, in the case of any Stockholder, or at the request of any Stockholder, in the case of FSI, and without further consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

10.15 Waiver. No failure or delay on the part of either party to exercise any power, right, privilege or remedy under this Agreement shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither party shall be deemed to have waived any claim available to such party arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such waiving party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10.16 Several Liability. The liability of any Stockholder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement, in no event will any Stockholder be liable for any other Stockholder’s breach of such other Stockholder’s representations, warranties, covenants, or agreements contained in this Agreement.

10.17 No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any provision in the Merger Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

[Signature pages follow.]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


By:	/s/ Daniel B. O’Brien
Name:	Daniel B. O’Brien
Title:	Chief Executive Officer

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

ERIC STEEN


By:	/s/ Eric Steen

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

IA VENTURE STRATEGIES FUND III, LP

By: IA Venture Partners III, LLC

Its: General Partner

By:	/s/ Brad Gillespie
Name:	Brad Gillespie
Title:	General Partner

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

LG CHEM FUND I LLC

By: LG Technology Ventures LLC

Its: Manager

By:	/s/ Dong-Su Kim
Name:	Dong-Su Kim
Title:	Chief Executive Officer

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

FIRST ROUND CAPITAL V, L.P.

By:	/s/ Jeffrey Donnon
Name:	Jeffrey Donnon
Title:	CFO

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

SN ALTERNATIVE INVESTMENTS LIMITED

By:	/s/ Roman Bugaiov
Name:	Roman Bugaiov
Title:	Director

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

BRJ INVESTMENTS, LLC

By:	/s/ Bryan R. Johnson
Name:	Bryan R. Johnson
Title:	President

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

TG SERIES LLC

By:	/s/ Kal Vepuri
Name:	Kal Vepuri
Title:	CEO

[Signature Page to Company Stockholder Support Agreement]

In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

STOCKHOLDERS:

D.E.B. INVESTMENTS GROUP, LLC

By:	/s/ Richard Quear
Name:	Richard Quear
Title:	General Manager

[Signature Page to Company Stockholder Support Agreement]

Schedule A

Stockholder	Common	Series A-1 Preferred	Series A-2 Preferred	Series A-5 Preferred	Series B-2 Preferred	Series B Preferred	Options Outstanding Under 2010 Equity Incentive Plan	Options Outstanding Under 2021 Equity Incentive Plan
BRJ Investments, LLC			1,364,628	2,183,406		1,883,547
D.E.B. Investments Group LLC		1,805,555	1,618,663			1,620,570
Eric Steen	8,025,222						328,125	1,102,584
First Round Capital V, LP			1,774,017	1,637,554		3,241,140
IA Venture Strategies Fund III, L.P.			4,776,200			4,861,711
LG Chem Fund I LLC					4,668,611
SN Alternative Investments Limited				1,091,703		432,105
TG Series LLC			528,111	1,091,703		432,152

Schedule A

Exhibit 9

Execution Version

LOCK-UP AGREEMENT

This lock-up agreement (this “Agreement”) is dated as of April 17, 2022, to be effective as of the Closing (as defined in the Merger Agreement (as defined below)), by and between Flexible Solutions International Inc., an Alberta, Canada corporation (including any of its successors or assigns, “FSI”), and the undersigned stockholder (the “Holder”). Each of FSI and the Holder may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, FSI has entered into an Agreement and Plan of Merger and Reorganization with Lygos, Inc., a Delaware corporation (the “Company”), FSI Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”) and FSI Merger Sub II, Inc., a Delaware corporation (“Merger Sub II”) (as amended or modified from time to time in accordance with the terms of such agreement, the “Merger Agreement”), pursuant to which, among other things, on the date hereof, Merger Sub I merged with and into the Company, with the Company surviving as a subsidiary of FSI (the “First Merger”), and immediately following the consummation of the First Merger, the Company merged with and into Merger Sub II, with Merger Sub II being the surviving entity;

WHEREAS, upon the consummation of the transactions contemplated by the Merger Agreement, among other things, the Holder will have received Lock-Up Shares (as defined below); and

WHEREAS, the Parties desire to set forth their agreement with respect to certain matters, in each case, in accordance with the terms and conditions of this Agreement with respect to the Lock-Up Shares received by the Holder under the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I
LOCK-UP

Section 1.1 Lock-Up.

(a) The Holder shall not Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares Beneficially Owned or otherwise held by the Holder during the Lock-Up Period; provided, that such prohibition shall not apply to Transfers permitted pursuant to Section 1.2. The “Lock-Up Period” shall be the period commencing at the Effective Time and ending on April 8, 2023. The term “Lock-Up Shares” means (i) any Common Stock held by the Holder as of the Effective Time and (ii) any Equity Securities of FSI that would be considered to be “Lock-Up Shares” pursuant to Section 2.9.

(b) During the Lock-Up Period, any purported Transfer of Lock-Up Shares other than in accordance with this Agreement shall be null and void, and FSI shall refuse to recognize any such Transfer for any purpose.

(c) The Holder acknowledges and agrees that, notwithstanding anything to the contrary herein, shares of Common Stock Beneficially Owned by the Holder shall remain subject to any restrictions on Transfer under applicable securities Laws of any Governmental Entity, including all applicable holding periods under the Securities Act and other rules of the SEC.

(d) Notwithstanding any other provision of this Agreement, the Holder may sell up to twenty-two percent (22%) of the Lock-Up Shares held by the Holder as of the Effective Time.

Section 1.2 Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, during the Lock-Up Period, the Holder may Transfer, without the consent of FSI, any of its Lock-Up Shares to (a) any of its Permitted Transferees, upon written notice to FSI or (b) (i) a bona fide charitable organization, upon written notice to FSI; (ii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iii) in the case of an individual, pursuant to a qualified domestic relations order; (iv) in the case of an entity, Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (v) pursuant to transactions of FSI Shares or other securities convertible into or exercisable or exchangeable for FSI Shares acquired in open market transactions after the Closing; (vi) pursuant to the exercise of any options or warrants to purchase FSI Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (vii) Transfers to FSI to satisfy tax withholding obligations pursuant to FSI’s equity incentive plans or arrangements, but only to the extent permitted pursuant to the terms of FSI’s equity incentive plans; (viii) Transfers to FSI pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by FSI or the Company or forfeiture of the Holder’s shares in FSI or the Company or other securities convertible into or exercisable or exchangeable for shares in FSI or the Company in connection with the termination of the Holder’s service to FSI or the Company; (ix) pursuant to the entry, by the Holder, at any time after the Closing, into any trading plan providing for the sale of FSI Shares by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any FSI Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (x) pursuant to transactions solely to satisfy any U.S. federal, state, or local income tax obligations of the Holder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties thereto, and such change prevents the Transactions from qualifying as a “reorganization” pursuant to Section 368 or Section 351 of the Code (and the Transactions do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes) solely to the extent that such income tax obligations are actually due and required to be paid prior to the expiration of the Lock-Up Period; or (xi) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of FSI’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the date hereof; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (a) or (b) above, (x) the restrictions and obligations contained in Section 1.1 and this Section 1.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the Transferee of such Lock-Up Shares shall have no rights under this Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Agreement. Any Transferee of Lock-Up Shares who is a Permitted Transferee of the Transferor or a Transferee pursuant to clause (a) or (b) above pursuant to this Section 1.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering a joinder in the form attached to this Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement. To the extent a Transfer of Lock-Up Shares is made during the Lock-Up Period with the prior consent of FSI, such consent shall also apply to a proportionate number of Lock-Up Shares or other securities of FSI owned by Holders party to a Lock-Up Agreement entered into in connection with the Merger Agreement.

Section 1.3 Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” shall have the meaning set forth in the Merger Agreement; provided that no Party shall be deemed an Affiliate of FSI or any of its Subsidiaries for purposes of this Agreement.

“Beneficially Own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; provided, that, a Transfer with respect to any Equity Securities shall, for purposes of this Agreement, mean that the Transferor no longer Beneficially Owns such Equity Securities (except, for the avoidance of doubt, for any Transfer to Permitted Transferees or with respect to pledges or encumbrances which do not Transfer economic risk). “Beneficially Owns,” “Beneficially Owned,” and “Beneficial Ownership” shall have correlative meanings.

“Certificate of Incorporation” means the certificate of incorporation of FSI, as in effect on the date hereof, and as the same may be amended from time to time.

“Common Stock” means, as applicable, (a) the common stock, par value $0.001 per share, of FSI, or (b) following any consolidation, merger, reclassification or other similar event involving FSI, any shares or other securities of FSI or any other Person that are issued or issuable in consideration for the common stock of FSI or into which the common stock of FSI is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event, in each case, including any shares of Common Stock issuable upon the exercise of any warrant or other right to acquire shares of the Common Stock and.

“Equity Securities” means, with respect to any Person, all of the shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership or member interests therein), whether voting or nonvoting.

“Family Member” means with respect to any Person, a spouse, lineal descendant (whether natural or adopted) or spouse of a lineal descendant of such Person or any trust created for the benefit of such Person or of which any of the foregoing is a beneficiary.

“Permitted Transferee” means with respect to any Person, (a) any Family Member of such Person and (b) any Affiliate of such Person (including any partner, limited partner, stockholder, shareholder, member controlling or under common control with such Member and Affiliated investment fund or vehicle) of such Person, but excluding any Affiliate under this clause (b) who operates or engages in a business which competes with the business of FSI or its subsidiaries and any portfolio company.

“Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect, transfer, sale, pledge, hedge, encumbrance, or hypothecation or other disposition (whether by operation of law or otherwise), contract or legally binding agreement to undertake any of the foregoing, by the Transferor and, when used as a verb, the Transferor voluntarily or involuntarily, directly or indirectly, transfers, sells, pledges, hedges, encumbers or hypothecates or otherwise disposes of (whether by operation of law or otherwise), contracts or agrees (in a legally binding manner) to do any of the foregoing, including, in each case, (a) the establishment or increase of a put equivalent position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

ARTICLE II
MISCELLANEOUS

Section 2.1 Notices. All notices, requests, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person or by e-mail, (b) on the next Business Day when sent by overnight courier or (c) on the second (2nd) succeeding Business Day when sent by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

if to FSI, to:

Flexible Solutions International Inc.

6001 54th Ave.

Taber, Alberta, Canada T1G 1X4

Attn: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105

Attention: Richard Smith

John Bautista

E-mail: rsmith@orrick.com

jbautista@orrick.com

if to the Holder, to the address set forth on the signature page of the Holder hereto.

All such notices, requests, demands, waivers and other communications shall be deemed received upon (i) actual receipt thereof by the addressee, or (ii) actual delivery thereof to the appropriate address.

Section 2.2 Assignment; Successors and Assigns; No Third Party Beneficiaries.

(a) Except as otherwise permitted hereunder, the Holder may not assign such Holder’s rights or obligations under this Agreement, in whole or in part, without the prior written consent of FSI and the Company. Any such assignee may not again assign those rights, other than in accordance with this Section 2.2(a). Any attempted assignment of rights or obligations in violation of this Section 2.2(a) shall be null and void.

(b) All of the terms and provisions of this Agreement shall be binding upon the Parties and their respective successors, assigns, heirs and representatives, but shall inure to the benefit of and be enforceable by the successors, assigns, heirs and representatives of any Party only to the extent that they are permitted successors, assigns, heirs and representatives pursuant to the terms hereof.

(c) Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the Parties and their respective permitted successors, assigns, heirs and representatives, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto; provided, however, that the Company and any successor or assign thereto shall be a third party beneficiary of this Agreement entitled to enforce this Agreement on behalf of FSI as if the Company had been a signatory hereto.

Section 2.3 Termination. The Holder’s obligations under this Agreement shall terminate concurrently with the termination of the Lock-Up Period.

Section 2.4 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions hereof, to the extent permitted by Law, shall remain in full force and effect.

Section 2.5 Entire Agreement; Amendments; No Waiver.

(a) This Agreement, together with Exhibit A to this Agreement, the Merger Agreement, and all other documents required in connection with the Contemplated Transactions, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions, whether oral or written, relating to such subject matter in any way and there are no warranties, representations or other agreements among the Parties in connection with such subject matter except as set forth in this Agreement and therein.

(b) No provision of this Agreement may be amended or modified in whole or in part at any time without the express written consent of FSI and the Company; provided that any such amendment or modification that would be materially adverse in any respect to the Holder shall require the prior written consent of the Holder; provided, further, that a provision that has terminated with respect to a Party shall not require any consent of such Party with respect to amending or modifying such provision.

(c) No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.

Section 2.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a Party’s intent or the effectiveness of such signature.

Section 2.7 Governing Law; Consent to Jurisdiction, etc. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including Legal Proceedings related hereto), including matters of validity, construction, effect, performance and remedies. Each Party hereby agrees, and any Person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably agrees, that any Legal Proceeding shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Legal Proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Legal Proceeding in any such court or that any such Legal Proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Proceeding that is filed in accordance with this Section 2.7 is pending before a court, all Legal Proceedings, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Proceeding, that (a) such Party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum, or (e) the venue of such Legal Proceeding is improper. A final judgment in any Legal Proceeding described in this Section 2.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws. EACH OF THE PARTIES HEREBY UNCONDITIONALLY WAIVES, AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL PROCEEDING IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL PROCEEDING A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL PROCEEDING WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Section 2.8 Specific Performance. Each Party hereby agrees and acknowledges that it will be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations imposed on them by this Agreement and that, in the event of any such failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at Law. Any such Party shall, therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any Action should be brought in equity to enforce any of the provisions of this Agreement, none of the Parties shall raise the defense that there is an adequate remedy at Law.

Section 2.9 Subsequent Acquisition of Shares. Any Equity Securities of FSI or the Company acquired by issuance from FSI or the Company subsequent to the date hereof and prior to the expiration of the Lock-Up Period by the Holder shall be subject to the terms and conditions of this Agreement and such shares shall be considered to be “Lock-Up Shares” as such term is used in this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

IN WITNESS WHEREOF, FSI and the Holder have duly executed this Agreement as of the date first written above.

FSI:

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

By: /s/ Daniel B. O’Brien
Name: Daniel B. O’Brien
Title: Chief Executive Officer

HOLDER

/s/ Eric Steen
Name: Eric Steen

Address:

1249 8th Street,

Berkeley, CA 94170

Email: esteen@lygos.com

[Signature Page - Lock-Up Agreement]

Exhibit A

Form of Joinder

This Joinder (this “Joinder”) to the Lock-Up Agreement (each as defined below), made as of , is between (“Transferor”) and (“Transferee”).

WHEREAS, as of the date hereof, Transferee is acquiring Equity Securities (the “Acquired Interests”) from Transferor;

WHEREAS, Transferor is a party to that certain Lock-Up Agreement, dated as of [____], 2021, by and between Flexible Solutions International, Inc. (“FSI”) and Transferor (the “Lock-Up Agreement”); and

WHEREAS, Transferee is required, at the time of and as a condition to such Transfer, to become a party to the Lock-Up Agreement by executing and delivering this Joinder, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of the Lock-Up Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.1 Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Lock-Up Agreement.

Section 1.2 Acquisition. The Transferor hereby Transfers to the Transferee all of the Acquired Interests.

Section 1.3 Joinder. Transferee hereby acknowledges and agrees that (a) such Transferee has received and read the Lock-Up Agreement, (b) such Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Lock-Up Agreement, and (c) such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of the Lock-Up Agreement.

Section 1.4 Notice. Any notice, request, demand, waiver or other communications under the Lock-Up Agreement to Transferee shall be given to Transferee at the address set forth on the signature page hereto in accordance with Section 2.1 of the Lock-Up Agreement.

Section 1.5 Governing Law. This Joinder shall be governed by and construed in accordance with the law of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including Actions related hereto), including matters of validity, construction, effect, performance and remedies.

Section 1.6 Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a Party’s intent or the effectiveness of such signature.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the parties as of the date first above written.

[TRANSFEROR]

By:
Name:
Title:

[TRANSFEREE]

By:
Name:
Title:

Address for notices:

[Signature Page to Joinder]