WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK of CALCIMEDICA, INC. Dated as of [•], 2021 Void after the date specified in Section 8 Tranche [•] No. D-[•]Warrant Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, [•], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from CalciMedica, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series D Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series D Preferred Stock and Warrant Purchase Agreement, dated as of February 22, 2021, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants referred to as the “Series D Warrants” in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 21, 2022 by and among CalciMedica, Inc., a Delaware corporation, and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CALCIMEDICA, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • California
This Certifies That, for value received, Eric Roberts (the “Holder”), is entitled to subscribe for and purchase from CalciMedica, Inc., a Delaware corporation (the “Company”), 96,970 Exercise Shares at the Exercise Price (each subject to adjustment as provided herein.
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, 2022Merger Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • 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.
ContractEmployment Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of October 26, 2020 (the “Effective Date”), by and between CalciMedica, Inc., a Delaware corporation, with its principal place of business being 505 Coast Boulevard South, Suite 307, La Jolla, CA 92037 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, 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.”
AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
This Amendment to Restricted Stock Unit Award Agreement (the “Amendment”) is made and entered into as of March 20, 2023 by and between Graybug Vision, Inc. (the “Company”) and [ ] (the “Holder”). The Company, Camaro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and CalciMedica, Inc., a Delaware corporation (“CalciMedica”) have entered into an Agreement and Plan of Merger and Reorganization, dated as of November 21, 2022 (the “Merger Agreement,” the merger contemplated thereby (the “Merger”), and the effective date of the closing (the “Closing”) thereof, the “Closing Date”), and as requested by CalciMedica, the Board has approved amendments to Holder’s RSU Awards as more fully described in Section 1 below, which amendments will become effective as of the Closing (the “Amendment Effective Date”) subject to and contingent upon Holder’s consent under this Amendment.
AMENDMENT TO STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 22nd, 2023 • CalciMedica, Inc. /DE/ • Pharmaceutical preparations • Delaware
This Amendment to Stock Option Award Agreement (the “Amendment”) is made and entered into as of March 20, 2023 (the “Agreement Date”) by and between Graybug Vision, Inc. (the “Company”) and [First Name Last Name] (the “Holder”). The Company, Camaro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and CalciMedica, Inc., a Delaware corporation (“CalciMedica”) have entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of November 21, 2022 (the “Merger” and the effective date of the closing (the “Closing”) thereof, the “Closing Date”), the Board has approved an amendment to the Qualifying Options (defined below), such that the post-termination exercise period for the Qualifying Options will be extended as more fully described in Section 1 below, which will become effective as of the Closing Date (the “Amendment Effective Date”) subject to and contingent upon (i) the Closing, (ii) involuntary term
