FORM OF SERIES B-1 COMMON STOCK PURCHASE WARRANT GRI BIO, INC.GRI BIO, Inc. • February 2nd, 2024 • Pharmaceutical preparations
THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on __________, 20[29] (the “Termination Date”), but not thereafter, to subscribe for and purchase from GRI Bio, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of, May 13, 2022, between Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTVallon Pharmaceuticals, Inc. • May 13th, 2022 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May ___, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May ___, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Representative’s Warrant AgreementVallon Pharmaceuticals, Inc. • February 16th, 2021 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20213 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the commencement of sales of the offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2024 • GRI BIO, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENT May __, 2022Placement Agency Agreement • May 13th, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 21st, 2023 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _________, ______, is made by and between GRI BIO, INC., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC.GRI BIO, Inc. • February 2nd, 2024 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from GRI Bio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between VALLON PHARMACEUTICALS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters VALLON PHARMACEUTICALS, INC.Underwriting Agreement • January 28th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Vallon Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between VALLON PHARMACEUTICALS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters VALLON PHARMACEUTICALS, INC.Underwriting Agreement • February 16th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Vallon Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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”).
SERIES C-1 COMMON STOCK PURCHASE WARRANT GRI BIO, INC.GRI BIO, Inc. • June 26th, 2024 • Pharmaceutical preparations • New York
THIS SERIES C-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date or the Stockholder Approval Date, as applicable, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from GRI Bio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as de
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”).
SERIES C-2 COMMON STOCK PURCHASE WARRANT GRI BIO, INC.GRI BIO, Inc. • June 27th, 2024 • Pharmaceutical preparations • New York
THIS SERIES C-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the eighteen (18) month anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from GRI Bio, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GRI BIO, INC. WARRANT TO PURCHASE COMMON STOCKVallon Pharmaceuticals, Inc. • December 23rd, 2022 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, FT618 Investments, LLC (the “Holder”), is entitled to subscribe for and purchase from GRI Bio, Inc., a Delaware corporation (the “Company”), the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2023 • GRI BIO, Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2023 (the “Effective Date”), between GRI Bio, Inc. (the “Company”) and Albert Agro, PhD. (“Executive”), and shall become effective on the date provided herein.
STANDARD OFFICE LEASE LA JOLLA SHORES PLAZAOffice Lease • March 28th, 2024 • GRI BIO, Inc. • Pharmaceutical preparations
THIS STANDARD OFFICE LEASE (“Lease”) is entered into effective as of March 2, 2018 (“Effective Date”), between LA JOLLA SHORES PLAZA, LLC, a California limited liability company (“Landlord”), and GRI BIO, INC., a Delaware Corporation (“Tenant”). Landlord and Tenant agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2024 • GRI BIO, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2024 • GRI BIO, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between GRI Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 11th day of May 2021, between Vallon Pharmaceuticals, Inc. (the “Company”) and Leanne M. Kelly (“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:
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”).
GLYCOREGIMMUNE, INC. RESTRICTED STOCK PURCHASE AGREEMENT Walter Marc HertzRestricted Stock Purchase Agreement • December 23rd, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 28, 2009 by and between Glycoregimmune, Inc., a Delaware corporation (the “Company”), and W. Marc Hertz, an individual (the “Purchaser”).
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").
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 20th, 2024 • GRI BIO, Inc. • Pharmaceutical preparations • New York
GRI Bio, 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:
GRI BIO, INC. NONQUALIFIED STOCK OPTION AGREEMENT Signature PageNonqualified Stock Option Agreement • December 23rd, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
GRI Bio, Inc., a Delaware corporation (the “Company”), hereby grants to you (the “Optionee”) the following option (the “Option”) to purchase shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company:
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:
GRI Bio, Inc. Attention: W. Marc Hertz, Ph.DGRI BIO, Inc. • February 2nd, 2024 • Pharmaceutical preparations • New York
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.
SEPARATION AGREEMENTSeparation Agreement • April 21st, 2023 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This Separation Agreement (this “Agreement”) is made and entered into as of April 21, 2023, by and between David Baker (“Executive”) and GRI Bio, Inc. (f/k/a Vallon Pharmaceuticals, Inc.) (the “Company”). The Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
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.
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • December 23rd, 2022 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Redemption Agreement (this “Agreement”) is entered into as of the 2nd day of November, 2018 (the “Effective Date”), by and between GRI Bio, Inc., a Delaware corporation located at 2223 Avenida de la Playa, #208, La Jolla, CA 92037 (the “Company”), and Catalent Ontario Limited, an Ontario company, with an office located at 2125 Ambassador Drive, Ontario N9C 3R5, Canada (the “Stockholder”).
Lock-Up AgreementLock-Up Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
vallon-pharma.com gribio.com Vallon Pharmaceuticals and GRI Bio Enter into Merger AgreementVallon Pharmaceuticals, Inc. • December 13th, 2022 • Pharmaceutical preparations
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”).
