FORM OF SERIES B-2 COMMON STOCK PURCHASE WARRANT GRI BIO, INC.Warrant Agreement • February 2nd, 2024 • GRI BIO, Inc. • Pharmaceutical preparations
THIS SERIES B-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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on __________, 2025 (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).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT GRI BIO, INC.Pre-Funded Common Stock Purchase Warrant • February 2nd, 2024 • GRI BIO, Inc. • 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).
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”).
GRI Bio, Inc. Attention: W. Marc Hertz, Ph.DPlacement Agent Agreement • February 2nd, 2024 • GRI BIO, Inc. • Pharmaceutical preparations • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 2nd, 2024 • GRI BIO, Inc. • Pharmaceutical preparations
