SUPPORT AGREEMENTSupport Agreement • December 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 13, 2022, by and between Vallon Pharmaceuticals, Inc., a Delaware corporation (the “PubCo”) and the Person set forth on Schedule A hereto (the “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 13, 2022, by and among Vallon Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 100 N. 18th Street, Suite 300, Philadelphia, PA 19103 to be renamed "GRI Bio, Inc." or a similar name pursuant to the Merger Agreement (as defined below) (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
AGREEMENT AND PLAN OF MERGER among: VALLON PHARMACEUTICALS, INC.; VALLON MERGER SUB, INC.; and GRI BIO, INC. Dated as of December 13, 2022Agreement and Plan of Merger • December 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 13, 2022, by and among VALLON PHARMACEUTICALS, INC., a Delaware corporation (“PubCo”), VALLON MERGER SUB, INC., a Delaware corporation and wholly owned Subsidiary of PubCo (“Merger Sub”), and GRI BIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
vallon-pharma.com gribio.com Vallon Pharmaceuticals and GRI Bio Enter into Merger AgreementVallon Pharmaceuticals, Inc. • December 13th, 2022 • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 13, 2022, by and among GRI Bio, Inc., a Delaware corporation, with headquarters located at 2223 Avenida De La Playa, Suite 208, La Jolla, California 92037 ("PrivateCo"), Vallon Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 100 N. 18th Street, Suite 300, Philadelphia, PA 19103 ("PublicCo"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
LOCK-UP AGREEMENT December 13, 2022Lock-Up Agreement • December 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of December 13 by and among GRI Bio, Inc. ("PrivateCo"), Vallon Pharmaceuticals, Inc. to be renamed "GRI Bio, Inc." ("PublicCo") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) shares of PrivateCo's common stock, par value $0.01 per share (the "PrivateCo Common Stock"), and (ii) three series of warrants (the "Warrants"), which Warrants will be exercisable to purchase PublicCo's common stock, par value $0.0001 per share (the "PublicCo Common Stock," and together with the PrivateCo Common Stock, the "Common Stock"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 13, 2022 by and among GRI Bio, Inc., a Delaware corporation, with headquarters located at 2223 Avenida De La Playa, Suite 208, La Jolla, California 92037 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
