REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2022, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”), effective as of the effective date set forth above, is by and between Comera Life Sciences Holdings, Inc., a Delaware corporation (“Company”), and the director and/or officer of the Company identified above (“Executive”). Certain defined terms used in this Agreement are set forth in Paragraph 15.
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • New York
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is dated as of May 19, 2022, by and between OTR Acquisition Corp. (together with its parents, subsidiaries and affiliates, “OTR”), Comera Life Sciences, Inc. (together with its parents, subsidiaries and affiliates, “Comera Life Sciences”), Comera Life Sciences Holdings, Inc. (together with its parents, subsidiaries and affiliates, “Comera Life Sciences Holdings”) and Maxim Group LLC (together with its parents, subsidiaries and affiliates, “Maxim”). OTR, Comera Life Sciences, Comera Life Sciences Holdings and Maxim are each sometimes referred to herein individually as a “Party” and together as the “Parties.”
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of May 19, 2022, is made and entered into by and among, (i) Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), (ii) OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (iii) certain holders of securities of OTR Acquisition Corp. designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iv) the equityholders designated as Comera Equityholders on Schedule B hereto (collectively, the “Comera Equityholders” and, together with the Sponsor, Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of May 19, 2022 (the “Amendment Date”) by and among OTR Acquisition Corp., a Delaware corporation (“SPAC”), Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”), CLS Sub Merger 1 Corp., a Delaware corporation (“Company Merger Sub”), CLS Sub Merger 2 Corp., a Delaware corporation (“SPAC Merger Sub” and, together with Company Merger Sub, the “Merger Subs”), and Comera Life Sciences, Inc., a Delaware corporation (the “Company”). Each of SPAC, the Company, Holdco and the Merger Subs shall individually be referred to herein as a “Party” and, collectively, the “Parties” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (as defined below).
