FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights 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”).
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.Merger Agreement • 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”).
Blue Water Acquisition Corp. Suite 363 Greenwich, CT 06830Underwriting 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 AGREEMENTLender 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.
FORM OF COMPANY SUPPORT AGREEMENTCompany 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.
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 3rd, 2021 • Blue Water Acquisition Corp. • Blank checks • New York
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of April 27, 2021 (the “Effective Date”), is by and among Clarus Therapeutics, Inc., a Delaware corporation with an address at 555 Skokie Boulevard, Suite 340, Northbrook, Illinois 60062 (the “Company,” which term, for the avoidance of doubt, shall include the surviving company of the Merger (as defined herein) of Merger Sub (as defined herein) with and into the Company), the several undersigned equityholders, each of whom is a holder of capital stock of the Company in the amounts set forth opposite the undersigned’s name in Schedule 1 attached hereto (individually, an “Equityholder” and, collectively, the “Equityholders”), the several undersigned noteholders, each of whom is a beneficial owner of the aggregate principal amount of Notes under the Indenture set forth opposite the undersigned’s name in Schedule 2 attached hereto (collectively, the “Notes” and each such beneficial owner, individually, a “Noteholder” and, coll
FORM OF STOCKHOLDER LOCK-UP AGREEMENTStockholder 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.
