SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2023, is by and among Ocean Biomedical, Inc., a Delaware corporation with offices located at 55 Claverick Street, Room 325, Providence, Rhode Island 02903 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 16th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of May 15, 2023, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • May 16th, 2023 • Ocean Biomedical, Inc. • Pharmaceutical preparations • New York
This GUARANTY, dated as of May 16, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
