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.
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”).
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”).
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.
