13G Filing: James E. Flynn and Neos Therapeutics Inc (NEOS)

__________________

(2) Comprised of an aggregate of 1,692,921 shares of common
stock and 940,924 shares of common stock underlying convertible notes (based on the lowest conversion price of $7.00, subject
to adjustment) held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P.
and Deerfield International Master Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor. The provisions
of the convertible notes beneficially owned by the reporting person restrict the conversion of such securities to the extent that,
upon such exercise or conversion, the number of shares then beneficially owned by the holder and any other person or entities
with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total number of shares
of the Issuer then outstanding.