REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2021, is made and entered into by and among Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), Aesther Healthcare 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”).
WARRANT AGREEMENTWarrant Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of September 14, 2021, between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a corporation, as warrant agent (in such capacity, the “Warrant Agent”).
10,000,000 Units Aesther Healthcare Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
The undersigned, Aesther Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 14, 2021, between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Siva Saravanan (“Indemnitee”).
Aesther Healthcare Acquisition Corp. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 17th, 2021 • Aesther Healthcare 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 between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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-half of one redeemable warrant. Each whole 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 will be sold in the Public Offering pursu
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2021 by and between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 7, 2022, is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of September 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Aesther Healthcare Acquisition Sponsors LLC, a Delaware limited liability company (the “Purchaser”).
i) COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 9th, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 1st, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of May 15, 2023, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 26, 2022 by and among (i) Aesther Healthcare Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) United Gear & Assembly, Inc., a Delaware corporation (the “Company”), and (v) United Stars Holdings, Inc., a Delaware corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger
GUARANTYGuaranty • June 1st, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
This GUARANTY, dated as of May 16, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 26, 2022, by [_____________________] (the “Subject Party”) in favor of and for the benefit of Aesther Healthcare Acquisition Corp. a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “EVGT LTD” (including any successor entity thereto, the “Purchaser”), United Gear & Assembly, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, Aesther and Target on the Trade Date specified below. The term “Counterparty” refers to...Otc Equity Prepaid Forward Transaction • February 13th, 2023 • Aesther Healthcare Acquisition Corp. • Pharmaceutical preparations
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, Aesther and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto, including the Forward Purchase Confirmations between Seller, Counterparty and Target, dated August 31, 2022 and February 10, 2023.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 8th, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 31, 2022 by and among (i) Aesther Healthcare Acquisition Corp, a Delaware corporation (together with its successors, the “Purchaser”), (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Dr. Chirinjeev Kathuria, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with th
Aesther Healthcare Acquisition Corp.Securities Subscription Agreement • September 2nd, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 30, 2021 by and between Aesther Healthcare Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Aesther Healthcare 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 2,875,000 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
Aesther Healthcare Acquisition Corp.Administrative Support Agreement • September 17th, 2021 • Aesther Healthcare Acquisition Corp. • Blank checks • New York
This letter agreement by and between Aesther Healthcare Acquisition Corp. (the “Company”) and Aesther Healthcare Sponsor, LLC (“AHS”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF SPONSOR AGREEMENTSponsor Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this “Agreement”), dated as of May 26, 2022, is made by and among Aesther Healthcare Sponsor, LLC, a Delaware limited liability company (the “Class B Holder”), Aesther Healthcare Acquisition Corp., a Delaware Corporation (“Purchaser”), and United Gear & Assembly, Inc., a Delaware corporation (the “Company”). The Class B Holder, Purchaser and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VIRION THERAPEUTICS, LLC – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • October 12th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) OF VIRION THERAPEUTICS, LLC, a Delaware limited liability company (the “Company”), is made and entered into effective October 11, 2023 (the “Effective Date”), by and among the Company and those members listed on the attached Exhibit A. Each Person listed on Exhibit A, and upon such new member’s execution of an instrument signifying such person’s agreement to be bound by the terms and conditions of this Agreement (a “Joinder Agreement”), is hereinafter individually referred to herein as a “Member” and collectively as the “Members,” each of whom has been listed, as set forth on Exhibit A.
SIDE LETTER Dated October 2, 2023Side Letter Agreement • October 3rd, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This Side Letter Agreement (the “Side Letter”) to the Assignment and Novation Agreement dated February 13, 2023 (the “Novation Agreement”), a copy of which is attached hereto as Exhibit A, by and among (i) Ocean Biomedical Inc., a Delaware corporation formerly known as Aesther Healthcare Acquisition Corp (the “Counterparty”), (ii) Ocean Biomedical Holdings, Inc., a Delaware corporation formerly known as Ocean Biomedical, Inc. (the “Target” and together as the successor of Counterparty, the “Company”), (iii) Vellar Opportunity Fund SPV – Series 3, a Delaware limited liability company, (“Vellar”), and (iv) Polar Multi-Strategy Master Fund (the “Purchaser” or “Assignee”). The Counterparty, the Target, the Company, Vellar, and the Purchaser are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. The terms not defined herein shall have the meaning assigned to them in the Novation Agreement and the Forward Purchase Agreement, which is attached hereto a
SEVENTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTSExclusive License Agreement • April 15th, 2024 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This Seventh Amendment to Exclusive License Agreement (this “Amendment”) is entered into effective November 1, 2023 (the “Amendment Date”), by and between Elkurt, Inc., a Rhode Island corporation with an address at 297 President Ave, Providence RI 02906 (“Elkurt”) and Ocean Biomedical Inc., a Delaware corporation with an address at 19W060 Avenue LaTours, Oak Brook, IL 60523 (“Licensee”).
AMENDED AND RESTATED Contribution AgreementContribution Agreement • October 12th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Contribution Agreement (this “Agreement”) dated as of October 11, 2023 by and between Ocean Biomedical, Inc., a Delaware corporation (“Participant”), Virion Therapeutics, LLC, a Delaware limited liability company (“JV Company”), and Poseidon Bio, LLC, a Delaware limited liability company (“Poseidon”). Each of Participant, JV Company may be referred to individually as a “Party”, and collectively as the “Parties.”
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Dated December 5, 2022Agreement and Plan of Merger • December 8th, 2022 • Aesther Healthcare Acquisition Corp. • Pharmaceutical preparations
This Agreement (the “Amendment”) amends the Agreement and Plan of Merger dated August 31, 2022 (the “Merger Agreement”), by and among (i) Aesther Healthcare Acquisition Corp, a Delaware corporation (together with its successors, the “Purchaser”), (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, (the “Purchaser Representative”), (iv) Dr. Chirinjeev Kathuria, (the “Seller Representative”), and (v) Ocean Biomedical, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. The terms not defined herein shall have the meaning assigned to them in the Merger Agreement.
AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Ocean Biomedical, Inc. AND WHITE LION CAPITAL LLCCommon Stock Purchase Agreement • October 6th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective October 4, 2023 (the “Amendment Effective Date”), is by and between Ocean Biomedical, Inc., f/k/a Aesther Healthcare Acquisition Corp. (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”) and amends the Common Stock Purchase Agreement between the Company and Investor dated September 7, 2022 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1, dated as of May 25, 2023 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Securities Purchase Agreement”), dated as of May 15, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the investors signatory thereto (including, the undersigned investor (the “Investor”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement shall be used herein as therein defined.
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • July 23rd, 2024 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 15th day of July, 2024, by and between Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the undersigned investor signatory hereto (the “Holder”), with reference to the following facts:
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 2nd, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2022 by and between (i) Aesther Healthcare Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “EVGT LTD” (including any successor entity thereto, the “Purchaser”), (ii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance the Merger Agreement, the “Purchaser Representative”), and (iii) 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.
United Stars Holdings, Inc. United Gear & Assembly, Inc.Agreement and Plan of Merger • July 19th, 2022 • Aesther Healthcare Acquisition Corp. • Blank checks
We reference the Agreement and Plan of Merger, dated as of May 26, 2022 (the “Agreement”), by and among Aesther Healthcare Acquisition Corp. (“Purchaser”), AHAC Merger Sub Inc. (“Merger Sub”), Aesther Healthcare Sponsor, LLC, as the Purchaser Representative, United Gear & Assembly, Inc. (the “Company”) and United Stars Holdings, Inc. (the “Company Stockholder”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
