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
