INDEMNITY AGREEMENTIndemnity Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _________, ______, is made by and between VALLON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
Vallon Pharmaceuticals, Inc. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Convertible Promissory Note Purchase Agreement (the “Agreement”) is made as of January 11, 2021 (the “Effective Date”) by and among Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 15th day of January, 2019 (the “Effective Date”), between Vallon Pharmaceuticals, Inc. (the “Company”) and David Baker (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
VALLON PHARMACEUTICALS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Vallon Pharmaceuticals, Inc. (the “Company”), grants to the Grantee named below, in accordance with the terms of Vallon Pharmaceuticals, Inc. 2018 Equity Incentive Plan (the “Plan”) and this Nonqualified Stock Option Agreement (the “Agreement”), an option (the “Stock Option”) to purchase the number of shares of common stock of the Company (the “Shares”) at the exercise price per Share (“Exercise Price”) as follows:
VOTING AGREEMENTVoting Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 30, 2020, by and between Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company, set forth on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”). For the avoidance of doubt, each Stockholder’s obligations hereunder are several and not joint.
Lock-Up AgreementLock-Up Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CONSULTANT AGREEMENTConsultant Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of April 2, 2018 (the “Effective Date”) by and between WHitaker BIOPHARMACEUTICAL CONSULTING LLC (“CONSULTANT”), with an office located at 1441 Orchard Way, Bryn Mawr, PA, and VALLON PHARMACEUTICALS, INC. (“VALLON”), a Delaware corporation with its principal place of business at 100 N 18th Street, Suite 300, Philadelphia, PA 19103
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amended and Restated Asset Purchase Agreement (this “Agreement”) is dated as of June 22, 2018, by and between Arcturus Therapeutics Ltd. (f/k/a Alcobra, Ltd.), an Israeli corporation (together with Arcturus (as defined below), its U.S. subsidiary, “Seller”), Amiservice Development Ltd., a BVI corporation (“Buyer”) and Vallon Pharmaceuticals, Inc., a Delaware corporation (“Company”) (Seller, Buyer and Company are sometimes referred to collectively as the “Parties,” and individually as a “Party”).
STOCK PURCHASE AGREEMENT by and among VALLON PHARMACEUTICALS, INC. and THE PARTIES LISTED ON SCHEDULE 1 HERETO Dated as of June 7, 2018 Stock Purchase AgreementStock Purchase Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 7, 2018, by and among Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule 1 (each, an “Investor,” and collectively, the “Investors”).
VALLON PHARMACEUTICALS, INC. SUBSCRIPTION FOR SHARES OF COMMON STOCKVallon Pharmaceuticals, Inc. • January 14th, 2021 • Pharmaceutical preparations
Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), hereby agrees to sell and issue to the undersigned purchaser (the “Purchaser”), and the Purchaser hereby agrees to purchase and acquire from the Corporation, an aggregate of [___________] shares of the Common Stock of the Corporation, par value $0.0001 per share, at a price of $[________] per share (the “Shares”). The Purchaser acknowledges and agrees that the Shares subscribed for hereunder shall be subject to and bound by the provisions of the Corporation’s Certificate of Incorporation and By-laws, as now and from time to time in effect, and that any certificate(s) which shall evidence and represent the Shares shall be stamped or otherwise imprinted with the following legend:
INVESTOR’S RIGHTS AGREEMENT’s Rights Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”), is made as of July 25, 2019, by and among Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Salmon Pharma GmbH, which is referred to in this Agreement as the “Investor”.
PATENT AND PATENT APPLICATION ASSIGNMENT AGREEMENTPatent and Patent Application Assignment Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations
This PATENT AND PATENT APPLICATION ASSIGNMENT AGREEMENT (this "Assignment") is made and entered into as of June 22, 2018 by and between Arcturus Therapeutics, Ltd., an Israeli corporation ("Assignor"), as assignor, having an address at 10628 Science Center Drive, Suite 250, San Diego, CA 92121, and Vallon Pharmaceuticals, Inc., a Delaware corporation ("Assignee", and together with Assignor, the "Parties"), as assignee, having an address at 100 N. 18th Street, Suite 300, Philadelphia, PA 19103. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Asset Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 2nd day of April, 2018 (the “Effective Date”), between Vallon Pharmaceuticals, Inc. (the “Company”) and Penny S. Toren (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
STOCK PURCHASE AGREEMENT by and between VALLON PHARMACEUTICALS, INC. and SALMON PHARMA GMBH Dated as of July 25, 2019Stock Purchase Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 25, 2019, by and between Vallon Pharmaceuticals, Inc., a Delaware corporation registered with the Delaware Division of Corporations, file no. 6705195 (the “Company”), and Salmon Pharma GmbH, a Swiss limited liability company registered with the Commercial Registry of Basel-City, no. CH-270.4.000.379-3 (the “Investor”).
