10,000,000 Units OTR Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2020 • OTR Acquisition Corp. • Blank checks • New York
The undersigned, OTR Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2020 • OTR Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 17, 2020, is by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2020 • OTR Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 17, 2020, by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
November 17, 2020Letter Agreement • November 23rd, 2020 • OTR Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Fo
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2020 • OTR Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2020, is made and entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • September 28th, 2020 • OTR Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 23rd, 2020 • OTR Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 17, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT by and among OTR Acquisition Corp., Comera Life Sciences Holdings, Inc., CLS Sub Merger 1 Corp., CLS Sub Merger 2 Corp. and Comera Life Sciences, Inc. Dated as of January 31, 2022Business Combination Agreement • February 4th, 2022 • OTR Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of January 31, 2022 (this “Agreement”), 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”.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 4th, 2022 • OTR Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of January 31, 2022 (this “Agreement”), by and among OTR Acquisition Corp., a Delaware corporation (“SPAC”), Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”) and certain of the stockholders of Comera Life Sciences, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 4th, 2022 • OTR Acquisition Corp. • Blank checks • Delaware
SPONSOR SUPPORT AGREEMENT, dated as of January 31, 2022 (this “Agreement”), by and among OTR Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Comera Life Sciences, Inc., a Delaware corporation (the “Company”) and OTR Acquisition Corp., a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA (as defined below).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • May 24th, 2022 • OTR Acquisition Corp. • 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”).
OTR Acquisition Corp.OTR Acquisition Corp. • September 28th, 2020 • Blank checks • New York
This letter agreement by and between OTR Acquisition Corp. (the “Company”) and Purchase Capital LLC (“Purchase Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
OTR Acquisition Corp.OTR Acquisition Corp. • November 23rd, 2020 • Blank checks • New York
This letter agreement by and between OTR Acquisition Corp. (the “Company”) and Purchase Capital LLC (“Purchase Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
OTR Acquisition Corp. Suite 800 Miami, FL 33131OTR Acquisition Corp. • August 18th, 2020 • New York
This agreement (the “Agreement”) is entered into on August 3, 2020 by and between OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and OTR Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber's agreements regarding such Shares are as follows:
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • May 24th, 2022 • OTR Acquisition Corp. • Pharmaceutical preparations • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated May 19, 2022, is made by and among OTR Acquisition Corp., a Delaware corporation (the “Company”), Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated November 17, 2020, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
