•] Shares OCEAN BIOMEDICAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE COMMON STOCK OCEAN BIOMEDICAL, INC.Ocean Biomedical, Inc. • February 4th, 2022 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 , 2022, which is 180 days from the Sales Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Sales Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ocean Biomedical, Inc., a Delaware corporation (the “Company”), up to shares of Common Stock, par value $0.000001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This Second Amendment to License Exclusive Agreement (this “Amendment”) is entered into as of August 31, 2021 (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”).
AMENDMENT NO. 4 TO THE COMMON STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 4 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware corporation (the “Company”) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the “Purchaser”), is made and entered into as of August 25, 2021, by and among the Company and the Purchaser. Terms used herein but not otherwise defined shall have the meanings as set forth in the Purchase Agreement.
AMENDMENT NO. 2 TO THE COMMON STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 2 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware corporation (the “Company”) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the “Purchaser”), is made and entered into as of July 29, 2021, by and among the Company and the Purchaser. Terms used herein but not otherwise defined shall have the meanings as set forth in the Purchase Agreement.
AMENDMENT NO. 6 TO THE COMMON STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 6 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware corporation (the “Company”) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the “Purchaser”), is made and entered into as of December 31, 2021, by and among the Company and the Purchaser. Terms used herein but not otherwise defined shall have the meanings as set forth in the Purchase Agreement.
Second Amendment to EXCLUSIVE LICENSE AGREEMENT RIH #154 “PfsLSP-1 a Vaccine for Falciparum Malaria” RIH # 305 “Antibodies to Pfgarp Kill Plasmodium Falciparum Malaria Parasites and Protect Against Infection and Severe Disease”Exclusive License Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This Second Amendment to Exclusive License Agreement (this “Amendment”) is entered into effective as of September 10, 2021 (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”).
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED NONEXCLUSIVE LICENSE AGREEMENT FOR COVID-19 RELATED TECHNOLOGYNonexclusive License Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • California
This Amended and Restated Non-Exclusive License Agreement for Covid-19 Related Technology (“Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Ocean Promise, Inc. (“Ocean”), a wholly owned subsidiary of Ocean Biomedical, Inc. (“OBM”) and a corporation having a principal place of business at 19W060 Avenue LaTours OakBrook IL 60523 is effective on the March 3, 2021 (“Effective Date”), and supersedes and replaces that certain Non-Exclusive License Agreement for Covid-19 Related Technology, dated June 25, 2020, by and between Stanford and OBM (“Original Agreement”).
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Exclusive License Agreement (this “Agreement”) is entered into as of February 25, 2021 (the “Amendment Effective Date”), by and between Teton Therapeutics Inc., a corporation of the state of Delaware having an address at 445 Pleasant St. Belmont, MA, 02478 (“Teton”), and Ocean Biomedical, Inc., a corporation of the state of Delaware having an address at 55 Claverick St., Suite 325, Providence, RI 02903 (“OBM”).
AMENDMENT NO. 3 TO THE COMMON STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 3 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware corporation (the “Company”) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the “Purchaser”), is made and entered into as of August 6, 2021, by and among the Company and the Purchaser. Terms used herein but not otherwise defined shall have the meanings as set forth in the Purchase Agreement.
August 2, 2021 Delivered via Email Elizabeth Ng Re: Amendment to February 22, 2021 Offer of Employment Dear Elizabeth:Ocean Biomedical, Inc. • February 4th, 2022 • Pharmaceutical preparations
This letter amends the contingent payment terms of any salary deferred upon the successful completion of the IPO and the payment terms of the IPO Bonus entered into between you and Ocean Biomedical, Inc. (the “Company”) dated February 22, 2021 (the “Offer Letter”). Your signature at the end of this letter indicates your acceptance and agreement to the terms herein (the “Amendment”).
CONSULTING AGREEMENTConsulting Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This “Agreement” dated February 22, 2021 (the “Effective Date”) is between Jonathan Kurtis (“Consultant”) and Ocean Biomedical, Inc. (the “Company”) (each a “Party” and collectively the “Parties”). The Company and Consultant hereby agree as follows:
AMENDMENT NO. 1 TO THE COMMON STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2022 • Ocean Biomedical, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware corporation (the “Company”) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the “Purchaser”), is made and entered into as of July 9, 2021, by and among the Company and the Purchaser. Terms used herein but not otherwise defined shall have the meanings as set forth in the Purchase Agreement.
August 2, 2021 Delivered via Email Chirinjeev Kathuria Re: Amendment to February 22, 2021 Offer of Employment Dear Chirinjeev:Ocean Biomedical, Inc. • February 4th, 2022 • Pharmaceutical preparations
This letter amends the contingent payment terms of any salary deferred upon the successful completion of the IPO and the payment terms of the IPO Bonus entered into between you and Ocean Biomedical, Inc. (the “Company”) dated February 22, 2021 (the “Offer Letter”). Your signature at the end of this letter indicates your acceptance and agreement to the terms herein (the “Amendment”).
