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.
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.”
