GRAYBUG VISION, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2020 • Graybug Vision, Inc. • Pharmaceutical preparations • New York
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”).
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”).
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).
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.”
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.”
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:
Settlement and License AgreementSettlement and License 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”).
February 1, 2019Employment Agreement • September 4th, 2020 • Graybug Vision, Inc. • 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”).
GRAYBUG VISION, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 4th, 2020 • Graybug Vision, Inc. • 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
GRAYBUG VISION, INC REDWOOD CITY, CA 94065 July 31, 2019Side Letter Agreement • September 4th, 2020 • Graybug Vision, Inc. • 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.
