REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2022, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT COMERA LIFE SCIENCES HOLDINGS, INC.Comera Life Sciences Holdings, Inc. • August 1st, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•], 20283 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT COMERA LIFE SCIENCES HOLDINGS, INC.Comera Life Sciences Holdings, Inc. • December 29th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 29, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PURCHASE AGREEMENTPurchase Agreement • August 31st, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”) dated as of August 31, 2022 is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD., a Cayman Islands exempt company (the “Investor”), and COMERA LIFE SCIENCES HOLDINGS, INC., Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”), effective as of the effective date set forth above, is by and between Comera Life Sciences Holdings, Inc., a Delaware corporation (“Company”), and the director and/or officer of the Company identified above (“Executive”). Certain defined terms used in this Agreement are set forth in Paragraph 15.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2023, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
Re: Separation AgreementSeparation Agreement • October 11th, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Massachusetts
As we discussed, your employment with Comera Life Sciences, Inc. (the “Company”), a wholly owned subsidiary of Comera Life Sciences Holdings, Inc. (“Parent”), will end effective October 6, 2023 (hereinafter, the “Separation Date”). On the Separation Date, you will receive a payment representing all earned but unpaid wages through the Separation Date, less all required local, state, federal, and other employment-related taxes and deductions. You will also have the opportunity to continue group medical and dental insurance coverage after the termination of your employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or its state equivalent. The terms of that opportunity will be set forth in a separate written notice. Your eligibility to participate in any other employee benefit plans and programs of the Company ceases on or after termination of your employment in accordance with the applicable benefit plan or program.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL ANDNoncompetition Agreement • March 9th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Massachusetts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 4, 2023, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Re: Employment OfferComera Life Sciences Holdings, Inc. • June 17th, 2022 • Pharmaceutical preparations
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • New York
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is dated as of May 19, 2022, by and between OTR Acquisition Corp. (together with its parents, subsidiaries and affiliates, “OTR”), Comera Life Sciences, Inc. (together with its parents, subsidiaries and affiliates, “Comera Life Sciences”), Comera Life Sciences Holdings, Inc. (together with its parents, subsidiaries and affiliates, “Comera Life Sciences Holdings”) and Maxim Group LLC (together with its parents, subsidiaries and affiliates, “Maxim”). OTR, Comera Life Sciences, Comera Life Sciences Holdings and Maxim are each sometimes referred to herein individually as a “Party” and together as the “Parties.”
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • 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”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 25th, 2022 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of May 19, 2022 (the “Amendment Date”) 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” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2023, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2023, between Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
COMERA LIFE SCIENCES HOLDINGS, INC. NONSTATUTORY STOCK OPTION AWARD AGREEMENTNonstatutory Stock Option Award Agreement • March 17th, 2023 • Comera Life Sciences Holdings, Inc. • Pharmaceutical preparations • Delaware
Comera Life Sciences Holdings, Inc. (the “Company”), hereby grants to [____] (the “Holder”) an option (the “Option”) to purchase a total of [_____] shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the price and on the terms set forth in this Comera Life Sciences Holdings, Inc. Nonstatutory Stock Option Award Agreement (the “Award Agreement”).
October 25, 2022 Ms. Janice McCourt Re: Employment Offer Dear Janice:Comera Life Sciences Holdings, Inc. • February 3rd, 2023 • Pharmaceutical preparations
