INDEMNITY AGREEMENTIndemnity Agreement • November 30th, 2020 • Blue Water Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Blue Water Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2021, between Clarus Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
5,000,000 Units Blue Water Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
The undersigned, Blue Water Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between BLUE WATER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 15, 2020, is by and between Blue Water Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Blue Water Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Blue Water Acquisition Corp. Suite 363 Greenwich, CT 06830Blue Water Acquisition Corp. • September 3rd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is effective as of June 30, 2020, by and between Blue Water Sponsor LLC, incorporated under the laws of Delaware (the “Subscriber” or “you”), and Blue Water Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 shares of common stock, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CLARUS THERAPEUTICS HOLDINGS, INC.Clarus Therapeutics Holdings, Inc. • December 7th, 2021 • Biological products, (no disgnostic substances)
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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clarus Therapeutics Holdings, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2020, is made and entered into by and among Blue Water Acquisition Corp, a Delaware corporation (the “Company”), Blue Water Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CLARUS THERAPEUTICS HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST, LLC, as Warrant Agent Warrant Agency Agreement Dated as of April 27, 2022Warrant Agency Agreement • April 27th, 2022 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of April 27, 2022 (“Agreement”), between Clarus Therapeutics Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust LLC (the “Warrant Agent”).
26,680,720 SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS TO PURCHASE 590,000 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE 27,270,720 SHARES OF COMMON STOCK OF CLARUS THERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2022 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Clarus Therapeutics Holdings, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 30th, 2020 • Blue Water Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Blue Water Acquisition Corp., a Delaware corporation (the “Company”), and Blue Water Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2021 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
FORM OF CLASS A COMMON STOCK PURCHASE WARRANT CLARUS THERAPEUTICS HOLDINGS, INC.Clarus Therapeutics Holdings, Inc. • April 27th, 2022 • Biological products, (no disgnostic substances) • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund, Ltd. 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 on or prior to 5:00 p.m. (New York City time) on April 27, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clarus Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to 1,300,000 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).
COMMON STOCK PURCHASE WARRANT CLARUS THERAPEUTICS HOLDINGS, INC.Clarus Therapeutics Holdings, Inc. • December 7th, 2021 • Biological products, (no disgnostic substances)
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 six (6) months from the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clarus Therapeutics Holdings, 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 REGISTRATION RIGHTS AGREEMENTAddendum Agreement • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [_____], 2021, by and among Clarus Therapeutics Holdings, Inc. (formerly Blue Water Acquisition Corp.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).
Blue Water Acquisition Corp. Suite 363 Greenwich, CT 06830Letter Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Blue Water Acquisition Corp., a Delaware corporation (the “Company”), Maxim Group LLC, as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed b
CLARUS THERAPEUTICS, INC., as Issuer, and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 12.5% Senior Secured Notes due 2025 INDENTURE Dated as of March 12, 2020 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral AgentIndenture • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • New York
INDENTURE dated as of March 12, 2020 among Clarus Therapeutics, Inc., a Delaware corporation with an address at 555 Skokie Boulevard, Suite 340, Northbrook, Illinois 60062 (the “Issuer”), any Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
ContractBlue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT AND PLAN OF MERGER dated April 27, 2021 by and among Clarus Therapeutics, Inc., Blue Water Acquisition Corp., and Blue Water Merger Sub Corp.Agreement and Plan of Merger • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2021 (this “Agreement”), is entered into by and among Clarus Therapeutics, Inc., a Delaware corporation (the “Company”), Blue Water Acquisition Corp., a Delaware corporation (“Parent”) and Blue Water Merger Sub Corp., a Delaware corporation (“Merger Sub”).
Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NUMBER THREE TO THE SOFTGEL COMMERCIAL MANUFACTURING AGREEMENTBlue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)
This Amendment Number Three (“Amendment Number Three”) is made this 5th day of June, 2017 (the “Effective Date”), by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).
OFFICE LEASE between MJH NORTHBROOK LLC (Landlord) and CLARUS THERAPEUTICS, INC. (Tenant) COMBINED CENTRE 555 Skokie Boulevard Northbrook, IL 60062Office Lease • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Illinois
THIS OFFICE LEASE (“Lease”) is entered into by Landlord and Tenant on the date set forth in the following Basic Lease Information. Landlord and Tenant hereby agree as follows:
Blue Water Acquisition Corp. Suite 363 Greenwich, CT 06830Letter Agreement • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks
Reference is hereby made to that certain Underwriting Agreement, dated December 15, 2020 (the “Underwriting Agreement”), by and between Blue Water Acquisition Corp. (the “Company”) and Maxim Group LLC, as representative of the underwriters (the “Representative”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
PARENT SUPPORT AGREEMENTParent Support Agreement • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks • Delaware
This PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2021, by and among Blue Water Sponsor LLC, a Delaware limited liability company (“Sponsor”), Blue Water Acquisition Corp., a Delaware corporation (“Parent”), and Clarus Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Parent, Blue Water Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Company.
FORM OF LENDER LOCK-UP AGREEMENTForm of Lender Lock-Up Agreement • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021 by and between (i) Blue Water Acquisition Corp., a Delaware corporation (together with its successors, the “Parent”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
ASSET PURCHASE AGREEMENT by and between CLARUS THERAPEUTICS HOLDINGS, INC., and CLARUS THERAPEUTICS, INC., SELLERS, Tolmar, Inc. PURCHASER, AND TOLMAR HOLDINGS, INC. GUARANTOR DATED AS OF OCTOBER 25, 2022Asset Purchase Agreement • October 31st, 2022 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2022 (the “Effective Date”), by and between Clarus Therapeutics Holdings, Inc., a Delaware corporation (“Holdings”), Clarus Therapeutics, Inc., a Delaware corporation (“Clarus” and together with Holdings, the “Sellers”), Tolmar, Inc., a Delaware corporation (the “Purchaser”) and Tolmar Holdings, Inc. (as “Guarantor”).
Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NUMBER TWO TO THE SOFTGEL COMMERCIAL MANUFACTURING AGREEMENTBlue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)
This Amendment Number Two (“Amendment Number Two”) is made this of 12 day of November, 2012 (the “Effective Date”), by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of December 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Blue Water Acquisition Corp., a Delaware corporation (the “Company”), and Blue Water Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF COMPANY SUPPORT AGREEMENTForm of Company Support Agreement • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is made as of April 27, 2021, by and among (i) Blue Water Acquisition Corp., a Delaware corporation (“Parent”), (ii) Clarus Therapeutics, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT TO COMMERCIAL PACKAGING AGREEMENTPackaging Agreement • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AMENDMENT TO COMMERCIAL PACKAGING AGREEMENT (this “Amendment”) is effective as of January 14, 2019, by and among Clarus Therapeutics, Inc., a Delaware corporation, with a place of business at 555 Skokie Blvd., Suite 340, Northbrook, IL 60062 (“Client”), and Packaging Coordinators, LLC, a Delaware limited liability company, doing business as PCI of Philadelphia and PCI of Woodstock, with a place of business at 3001 Red Lion Road, Philadelphia, Pennsylvania 19114, USA (“PCI”). PCI and Client are sometimes collectively referred to herein as the “Parties”.
Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NUMBER ONE TO THE SOFTGEL COMMERCIAL MANUFACTURING AGREEMENTBlue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)
This Amendment Number One (“Amendment Number One”) is made this 23rd day of October, 2012 (the “Effective Date”), by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).
NINTH AMENDMENT TO OFFICE LEASEOffice Lease • December 17th, 2021 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
THIS NINTH AMENDMENT TO OFFICE LEASE (“Amendment”) is made and entered into as of the 17th day of December, 2021 (“Amendment Date”), between MJH NORTHBROOK LLC, a Delaware limited liability company (“Landlord”), and CLARUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
BLUE WATER ACQUISITION CORP.Blue Water Acquisition Corp. • December 21st, 2020 • Blank checks • New York
This letter agreement by and between Blue Water Acquisition Corp. (the “Company”) and Blue Water Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-248569) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) the 12-month anniversary of the Effective Date (or up to 18 months from the Effective Date if the Company extends the period of time to consummate an initial business combination) (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement.
ContractBlue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. COMMERCIAL PACKAGING AGREEMENTCommercial Packaging Agreement • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Pennsylvania
This Commercial Packaging Agreement (“Agreement”) is made as of this 26th day of June, 2014 (“Effective Date”), by and among Clarus Therapeutics, Inc., a Delaware corporation, with a place of business at 555 Skokie Blvd., Suite 340, Northbrook, IL 60062 (“Client”), and Packaging Coordinators, LLC, a Delaware limited liability company, doing business as PCI of Philadelphia and PCI of Woodstock, with a place of business at 3001 Red Lion Road, Philadelphia, Pennsylvania 19114, USA (“PCI”).
September 5, 2019 Frank A. Jaeger RE: Employment Offer: Chief Commercial Officer Dear Frank:Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)
