0001213900-21-034252 Sample Contracts

CLARUS THERAPEUTICS, INC., as Issuer, and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 12.5% Senior Secured Notes due 2025 INDENTURE Dated as of March 12, 2020 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent
Indenture • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • New York

INDENTURE dated as of March 12, 2020 among Clarus Therapeutics, Inc., a Delaware corporation with an address at 555 Skokie Boulevard, Suite 340, Northbrook, Illinois 60062 (the “Issuer”), any Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).

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Contract
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NUMBER THREE TO THE SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)

This Amendment Number Three (“Amendment Number Three”) is made this 5th day of June, 2017 (the “Effective Date”), by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).

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OFFICE LEASE between MJH NORTHBROOK LLC (Landlord) and CLARUS THERAPEUTICS, INC. (Tenant) COMBINED CENTRE 555 Skokie Boulevard Northbrook, IL 60062
Office Lease • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Illinois

THIS OFFICE LEASE (“Lease”) is entered into by Landlord and Tenant on the date set forth in the following Basic Lease Information. Landlord and Tenant hereby agree as follows:

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Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NUMBER TWO TO THE SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)

This Amendment Number Two (“Amendment Number Two”) is made this of 12 day of November, 2012 (the “Effective Date”), by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).

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Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT TO COMMERCIAL PACKAGING AGREEMENT
Packaging Agreement • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Pennsylvania

THIS AMENDMENT TO COMMERCIAL PACKAGING AGREEMENT (this “Amendment”) is effective as of January 14, 2019, by and among Clarus Therapeutics, Inc., a Delaware corporation, with a place of business at 555 Skokie Blvd., Suite 340, Northbrook, IL 60062 (“Client”), and Packaging Coordinators, LLC, a Delaware limited liability company, doing business as PCI of Philadelphia and PCI of Woodstock, with a place of business at 3001 Red Lion Road, Philadelphia, Pennsylvania 19114, USA (“PCI”). PCI and Client are sometimes collectively referred to herein as the “Parties”.

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Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT NUMBER ONE TO THE SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)

This Amendment Number One (“Amendment Number One”) is made this 23rd day of October, 2012 (the “Effective Date”), by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).

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Contract
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. COMMERCIAL PACKAGING AGREEMENT
Commercial Packaging Agreement • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Pennsylvania

This Commercial Packaging Agreement (“Agreement”) is made as of this 26th day of June, 2014 (“Effective Date”), by and among Clarus Therapeutics, Inc., a Delaware corporation, with a place of business at 555 Skokie Blvd., Suite 340, Northbrook, IL 60062 (“Client”), and Packaging Coordinators, LLC, a Delaware limited liability company, doing business as PCI of Philadelphia and PCI of Woodstock, with a place of business at 3001 Red Lion Road, Philadelphia, Pennsylvania 19114, USA (“PCI”).

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September 5, 2019 Frank A. Jaeger RE: Employment Offer: Chief Commercial Officer Dear Frank:
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)
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Certain information identified by [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances) • New Jersey

This Softgel Commercial Manufacturing Agreement (“Agreement”) is made this 23 day of July 2009, by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 2725 Scherer Drive, St. Petersburg, Florida 33716 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of business at 500 Skokie Blvd., #250, Northbrook, IL 60062 (“Client”).

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March 13, 2020 Jay R. Newmark, MD, MBA RE: Employment Offer: Chief Medical Officer Dear Jay:
Blue Water Acquisition Corp. • June 25th, 2021 • Biological products, (no disgnostic substances)
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 25th, 2021 • Blue Water Acquisition Corp. • Biological products, (no disgnostic substances) • Illinois

WHEREAS, Clarus Therapeutics, Inc. (the “Company”) desires to employ Robert E. Dudley, Ph.D. (the “Executive”) and retain his services, experience and abilities; and

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