FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2023, is made and entered into by and among (i) OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”), (ii) Aspire Acquisition LLC, a Delaware limited liability company (the “Sponsor”), (iii) and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is entered into as of May 2, 2023, by and among Aspire Acquisition LLC, a Delaware limited liability company (“Sponsor”), OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech”), and the Persons whose names appear on the signature pages of this Agreement and are listed on Exhibit A hereto (the “Insiders”, and together with the Sponsor, the “Sponsor Parties”), and Regentis Biomaterials Ltd., an Israeli company (the “Company”). Terms used but not defined in this Agreement have the meaning ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
This VOTING AGREEMENT (this “Agreement”) is made as of May 2, 2023, by and among (i) Regentis Biomaterials Ltd., an Israeli company (the “Company”), (ii) OceanTech Acquisition I Corp., a Delaware corporation (“OceanTech”), and (iii) certain shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”). Any capitalized term used but not defined in this Agreement has the meaning ascribed to such term in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2023 by and between Regentis Biomaterials Ltd., an Israeli company (the “Company”), OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech”), and 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, as hereinafter defined.
AGREEMENT AND PLAN OF MERGER by and among REGENTIS BIOMATERIALS LTD., OCEANTECH ACQUISITIONS I CORP., and R.B. MERGER SUB LTD. Dated as of May 2, 2023Merger Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 2, 2023 by and among (i) Regentis Biomaterials Ltd., an Israeli company (the “Company”), (ii) OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech” or the “Purchaser”), and (iii) R.B. Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of OceanTech (“Merger Sub”). The Company, Merger Sub and OceanTech are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
