GRAYBUG VISION, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • New York
CALCIMEDICA, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 11th, 2023 • CalciMedica, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CALCIMEDICA, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
CALCIMEDICA, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 11th, 2023 • CalciMedica, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CALCIMEDICA, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENT August 11, 2023Market Offering Agreement • August 11th, 2023 • CalciMedica, Inc. • Pharmaceutical preparations • New York
CalciMedica, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , 2020 is made by and between Graybug Vision, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
GRAYBUG VISION, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 31st, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 31, 2019, by and among Graybug Vision, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Subsection 6.9 hereof.
LEASE by and between VENTAS BECKLEY, LLC a Delaware limited liability company and GRAYBUG VISION, INC. a Delaware corporationLease • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 8 day of October, 2019 (the “Effective Date”), by and between VENTAS BECKLEY, LLC, a Delaware limited liability company (“Landlord”), and GRAYBUG VISION, INC., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2024 • CalciMedica, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January [23], 2024, by and between CalciMedica Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: GRAYBUG VISION, INC., a Delaware corporation; CAMARO MERGER SUB, INC., a Delaware corporation; and CALCIMEDICA, INC., a Delaware corporation Dated as of November 21, 2022Agreement and Plan of Merger and Reorganization • November 22nd, 2022 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of November 21, 2022, by and among GRAYBUG VISION, INC., a Delaware corporation (“Parent”), CAMARO MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CALCIMEDICA, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
OFFICE LEASEOffice Lease • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between HUDSON SHOREBREEZE, LLC, a Delaware limited liability company (“Landlord”), and GRAYBUG, INC., a Delaware corporation (‘‘Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); and Exhibit F (Additional Provisions).
WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK of CALCIMEDICA, INC. Dated as of [•], 2021 Void after the date specified in Section 8 Tranche [•] No. D-[•]CalciMedica, Inc. /DE/ • March 22nd, 2023 • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, [•], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from CalciMedica, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series D Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series D Preferred Stock and Warrant Purchase Agreement, dated as of February 22, 2021, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants referred to as the “Series D Warrants” in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 21, 2022 by and among CalciMedica, Inc., a Delaware corporation, and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SUPPORT AGREEMENTSupport Agreement • November 22nd, 2022 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made as of November 21, 2022, by and between CALCIMEDICA, INC., a Delaware corporation (the “Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
CALCIMEDICA, INC. WARRANT TO PURCHASE COMMON STOCKCalciMedica, Inc. /DE/ • March 22nd, 2023 • Pharmaceutical preparations • California
This Certifies That, for value received, Eric Roberts (the “Holder”), is entitled to subscribe for and purchase from CalciMedica, Inc., a Delaware corporation (the “Company”), 96,970 Exercise Shares at the Exercise Price (each subject to adjustment as provided herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2024 • CalciMedica, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2024 (the “Effective Date”), among CalciMedica, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of September 3, 2019 (the “Effective Date”), by and between Graybug Vision, a Delaware corporation, with its principal place of business being 275 Shoreline Drive, Suite 450, Redwood City, CA 94065 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: GRAYBUG VISION, INC., a Delaware corporation; CAMARO MERGER SUB, INC., a Delaware corporation; and CALCIMEDICA, INC., a Delaware corporation Dated as of November 21, 2022Support Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of November 21, 2022, by and among GRAYBUG VISION, INC., a Delaware corporation (“Parent”), CAMARO MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CALCIMEDICA, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • November 22nd, 2022 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made as of November 21, 2022, by and between GRAYBUG VISION, INC., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”).
MASTER CONSULTING AGREEMENTMaster Consulting Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
THIS MASTER CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of March 20, 2020 place of business at 275 Shoreline Drive, Suite 450, Redwood City, CA 94065 USA (“Company”), and Charles Semba, MD, having an address at *** (“Consultant”). Each of Company and Consultant are sometimes hereafter referred to as a “Party” or collectively as the “Parties.”
ContractCalciMedica, Inc. /DE/ • March 22nd, 2023 • Pharmaceutical preparations
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 16th, 2023 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of November 21, 2022, by and among GRAYBUG VISION, INC., a Delaware corporation (“Parent”), CAMARO MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CALCIMEDICA, INC., a Delaware corporation (the “Company”), is made and entered into as of February 10, 2023. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
February 28, 2023Graybug Vision, Inc. • March 9th, 2023 • Pharmaceutical preparations • Massachusetts
This letter confirms the agreement (“Agreement”) between you and Graybug Vision, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
CONSULTING AGREEMENTConsulting Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of October 26, 2020 (the “Effective Date”), by and between CalciMedica, Inc., a Delaware corporation, with its principal place of business being 505 Coast Boulevard South, Suite 307, La Jolla, CA 92037 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO GRAYBUG VISION, INC. IF PUBLICLY DISCLOSED. AMENDED AND RESTATED EXCLUSIVE LICENSE...Exclusive License Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • Maryland
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”) is entered into as of the SIGNATURE DATE by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Graybug LLC, a Delaware limited liability company having an address at 623 W. 34th St., Suite 300E, Baltimore, MD 21211 (“Company”), with respect to the following:
September 11, 2019Consulting Agreement • July 31st, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • California
This letter confirms the agreement (“Agreement”) between you and Graybug Vision, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue. If you choose to enter into this Agreement, please sign below no earlier than the Separation Date (as defined below), and no later than the last day of the Consideration Period (as defined below).
LEASE by and between VENTAS BECKLEY, LLC a Delaware limited liability company and GRAYBUG VISION, INC. a Delaware corporationLease • July 31st, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 8 day of October, 2019 (the “Effective Date”), by and between VENTAS BECKLEY, LLC, a Delaware limited liability company (“Landlord”), and GRAYBUG VISION, INC., a Delaware corporation (“Tenant”).
AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
This Amendment to Restricted Stock Unit Award Agreement (the “Amendment”) is made and entered into as of March 20, 2023 by and between Graybug Vision, Inc. (the “Company”) and [ ] (the “Holder”). The Company, Camaro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and CalciMedica, Inc., a Delaware corporation (“CalciMedica”) have entered into an Agreement and Plan of Merger and Reorganization, dated as of November 21, 2022 (the “Merger Agreement,” the merger contemplated thereby (the “Merger”), and the effective date of the closing (the “Closing”) thereof, the “Closing Date”), and as requested by CalciMedica, the Board has approved amendments to Holder’s RSU Awards as more fully described in Section 1 below, which amendments will become effective as of the Closing (the “Amendment Effective Date”) subject to and contingent upon Holder’s consent under this Amendment.
Settlement and License AgreementSide Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • New York
This Settlement and License Agreement (including its attachments, this “Agreement”) is entered into as of October 24, 2014 (“Settlement Agreement effective Date”), by and between GrayBug, LLC, a limited liability company organized and existing under the laws of the State of Maryland and having an address of P.O. Box 13043, Baltimore, MD 21203, on behalf of itself and its Affiliates (as defined below) (collectively, “GrayBug”), and Kala Pharmaceuticals, Inc., a corporation organized and existing under the laws of State of Delaware and having a place of business at 100 Beaver Street, Suite 201, Waltham, MA 02453, on behalf of itself and its Affiliates (collectively, “Kala”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 16th, 2023 • Graybug Vision, Inc. • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 10, 2023 (the “Effective Date”), by and between CALCIMEDICA, INC., a Delaware corporation (the “Company”), and GRAYBUG VISION, INC., a Delaware corporation (“Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in that certain Agreement and Plan of Merger and Reorganization, dated as of November 21, 2022, as amended February 10, 2023 (the “Merger Agreement”), by and among the Company, Purchaser and Camaro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser.
February 1, 2019Graybug Vision, Inc. • September 4th, 2020 • Pharmaceutical preparations • New York
On behalf of Graybug Vision, Inc. (the “Company”), this letter employment agreement (the “Agreement”) sets forth the terms and conditions of your appointment as Chief Executive Officer of the Company, effective as of a date to be mutually agreed upon between the Company and you but not later than February 1, 2019 (the “Employment Date”).
Lock-Up Agreement November 21, 2022Merger Agreement • November 22nd, 2022 • Graybug Vision, Inc. • Pharmaceutical preparations
The undersigned (the “Stockholder”) understands that: (i) GRAYBUG VISION, INC., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of November 21, 2022 (the “Merger Agreement”), with CALCIMEDICA, INC., a Delaware corporation (the “Company”) and CAMARO MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
GRAYBUG VISION, INC. WARRANT TO PURCHASE COMMON STOCKGraybug Vision, Inc. • September 4th, 2020 • Pharmaceutical preparations • California
This certifies that that for good and valuable consideration, receipt of which is hereby acknowledged, SG DAN Equity Holdings, LLC or his/her/its registered assigns (“Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Graybug Vision, Inc., a Delaware corporation (the “Company”), at a price per share equal to the Warrant Price (as defined below), at any time prior to the Expiration Date (as defined below), up to that number of Vested Warrant Shares (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of an amount equal to the product obtained by multiplying the Warrant Price by the number of Vested Warrant Shares so purchased in lawful money of the United States. The Warrant Price and the number and character of shares of Warrant Stock purchasable under this Warrant are subject to adjustment as p
AMENDMENT TO STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
This Amendment to Stock Option Award Agreement (the “Amendment”) is made and entered into as of March 20, 2023 (the “Agreement Date”) by and between Graybug Vision, Inc. (the “Company”) and [First Name Last Name] (the “Holder”). The Company, Camaro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and CalciMedica, Inc., a Delaware corporation (“CalciMedica”) have entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of November 21, 2022 (the “Merger” and the effective date of the closing (the “Closing”) thereof, the “Closing Date”), the Board has approved an amendment to the Qualifying Options (defined below), such that the post-termination exercise period for the Qualifying Options will be extended as more fully described in Section 1 below, which will become effective as of the Closing Date (the “Amendment Effective Date”) subject to and contingent upon (i) the Closing, (ii) involuntary term
GRAYBUG VISION, INC REDWOOD CITY, CA 94065 July 31, 2019Graybug Vision, Inc. • September 4th, 2020 • Pharmaceutical preparations • New York
In consideration for the purchase (the “Investment”) by AffaMed Project Limited (“Investor”) of 10,208,943 shares (the “Shares”) of Series C Preferred Stock of Graybug Vision, Inc., a Delaware corporation (the “Company” and collectively with the Investor, the “Parties”), pursuant to that certain Series C Preferred Stock Purchase Agreement, dated on or about the date hereof, by and among the Company, Investor and other parties (the “Purchase Agreement”), Investor and the Company hereby agree to the terms and obligations of this side letter (this “Side Letter”). Capitalized terms used herein and not otherwise defined will have the meanings given to them in the Purchase Agreement.
CONSULTING AGREEMENTConsulting Agreement • July 31st, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of September 3, 2019 (the “Effective Date”), by and between Graybug Vision, a Delaware corporation, with its principal place of business being 275 Shoreline Drive, Suite 450, Redwood City, CA 94065 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
