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”).
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.
