10,000,000 Units OceanTech Acquisitions I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2021 • OceanTech Acquisitions I Corp. • Blank checks • New York
The undersigned, OceanTech Acquisitions I 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 • June 3rd, 2021 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 27, 2021, is by and between OceanTech Acquisitions I 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 • June 3rd, 2021 • OceanTech Acquisitions I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 27, 2021, by and between OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
OceanTech Acquisitions I Corp. New York, NY 10022OceanTech Acquisitions I Corp. • April 9th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 14, 2021 by and between OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and OceanTech Acquisitions I 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 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2021 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 27, 2021, is made and entered into by and among OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”) and OceanTech Acquisitions I Sponsors 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 • April 9th, 2021 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2022 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
May 27, 2021Letter Agreement • June 3rd, 2021 • OceanTech Acquisitions I 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 OceanTech Acquisitions I 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 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 Form
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 3rd, 2021 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”) and OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENTAgreement • November 3rd, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Agreement is entered into as of on December 5, 2022, effective as of October 1, 2022 (the “Commencement Date”), by and between Regentis Biomaterials Ltd., a company incorporated in the State of Israel whose address is 60 Medinat Hayehudim Street, Entrance C. Herzeliya, Israel (the “Company”), and Yosef Shimony Certified Public Accountant whose address is 5 Badner St., Ramat Gan, Israel (the “Service Provider”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 29th, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into effectively as of May 23, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Oceantech Acquisition I Corp., a Delaware Corporation (“SPAC”) and Aspire Acquisition LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • November 3rd, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amended and Restated Supply Agreement (this “Agreement”) is entered into, effective as of January 6, 2009 (the “Effective Date”) by and between
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 10th, 2023 • OceanTech Acquisitions I Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is entered into as of May 2, 2023, by and among Aspire Acquisition LLC, a Delaware limited liability company (“Sponsor”), OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech”), and the Persons whose names appear on the signature pages of this Agreement and are listed on Exhibit A hereto (the “Insiders”, and together with the Sponsor, the “Sponsor Parties”), and Regentis Biomaterials Ltd., an Israeli company (the “Company”). Terms used but not defined in this Agreement have the meaning ascribed to them in the Merger Agreement (as defined below).
SERVICES AGREEMENTServices Agreement • September 13th, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • November 21st, 2022 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
This PURCHASER SUPPORT AGREEMENT, dated as of November 15, 2022 and effective as of the Closing Date (this “Agreement”), by and among OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company (“Sponsor” or, in the capacity as the Purchaser Representative under the Merger Agreement (as defined below), “Purchaser Representative”), OceanTech Acquisitions I Corp., a Delaware corporation (“Purchaser”), and Majic Wheels Corp, a Wyoming corporation (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
This VOTING AGREEMENT (this “Agreement”) is made as of May 2, 2023, by and among (i) Regentis Biomaterials Ltd., an Israeli company (the “Company”), (ii) OceanTech Acquisition I Corp., a Delaware corporation (“OceanTech”), and (iii) certain shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”). Any capitalized term used but not defined in this Agreement has the meaning ascribed to such term in the Merger Agreement (as defined below).
CONSULTANCY AGREEMENTConsultancy Agreement • November 3rd, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Agreement is entered into as of on November 1st, 2021 (the “Commencement Date”), by and between Regentis Biomaterials Ltd., a company incorporated in the State of Israel whose address is 60C Medinat Hayehudim Street, Herzeliya, Israel (the “Company”), and Mr. Eli Hazum, ID no. [ ], of [ ], Tel Aviv 62919, Israel (the “Consultant”).
VOTING AGREEMENTVoting Agreement • November 21st, 2022 • OceanTech Acquisitions I Corp. • Blank checks • Wyoming
This VOTING AGREEMENT, dated as of November 15, 2022 (this “Agreement”), by and among OceanTech Acquisitions I Corp., a Delaware corporation (the “Purchaser”), Majic Wheels Corp, a Wyoming corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and, collectively, the “Company Stockholders”).
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
This PURCHASE AGREEMENT (this "Agreement") is made and entered into effectively as of March 13, 2023 (the “Effective Date”), by and among Aspire Acquisition LLC., a Delaware limited liability company (the “Acquirer”), OceanTech Acquisitions I Corp., a Delaware company (“SPAC”), and OceanTech Acquisitions I Sponsors LLC (“Sponsor”) (each a "Party" and, collectively, the "Parties").
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 10th, 2023 • OceanTech Acquisitions I Corp. • Blank checks
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 7, 2023, is entered into by and among Regentis Biomaterials Ltd., an Israeli company (the “Company”), (ii) OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech”), and (iii) R.B. Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of OceanTech (“Merger Sub”). The Company, Merger Sub and OceanTech are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Unless otherwise defined herein, all defined terms used in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • November 21st, 2022 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of November 15, 2022, by and among (i) OceanTech Acquisitions I Corp., a Delaware corporation (“OTEC”), (ii) Majic Wheels Corp., a Wyoming corporation (“Majic Wheels”), (iii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), (iv) Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and (v) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP” and together with MSOF and MSTO, each individually an “Investor” and collectively, the “Investors”). Each of OTEC, Majic Wheels, MSOF, MSTO, and MCP is individually referred to herein as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 29th, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into effectively as of October 24, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Oceantech Acquisition I Corp., a Delaware Corporation (“SPAC”) and Aspire Acquisition LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO SERVICES AGREEMENT OF FEBRUARY 27TH, 2018Services Agreement • November 3rd, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2023, is made and entered into by and among (i) OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”), (ii) Aspire Acquisition LLC, a Delaware limited liability company (the “Sponsor”), (iii) and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 10th, 2022 • OceanTech Acquisitions I Corp. • Blank checks • Delaware
This VOTING AGREEMENT, dated as of August 10, 2022 (this “Agreement”), by and among OceanTech Acquisitions I Corp., a Delaware corporation (the “Purchaser”), Captura Biopharma, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and, collectively, the “Company Stockholders”).
OCEANTECH ACQUISITIONS I CORP.OceanTech Acquisitions I Corp. • September 13th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to that certain Underwriting Agreement, dated as of May 27, 2021 (the “Underwriting Agreement”), by and between Maxim Group LLC (“Maxim” or the “Representative”) and OceanTech Acquisitions I Corp (the “Company” or “OceanTech”). In order to resolve certain issues and concerns that have arisen between the parties, and intending to be legally bound hereby, Maxim and the Company have agreed to amend the Underwriting Agreement as follows:
OceanTech Acquisitions I Corp.OceanTech Acquisitions I Corp. • June 3rd, 2021 • Blank checks • New York
This letter agreement by and between OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”) and OceanTech Acquisitions I Sponsors LLC (“Sponsor”), 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”):
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2023 by and between Regentis Biomaterials Ltd., an Israeli company (the “Company”), OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement, as hereinafter defined.
AGREEMENT AND PLAN OF MERGER by and among REGENTIS BIOMATERIALS LTD., OCEANTECH ACQUISITIONS I CORP., and R.B. MERGER SUB LTD. Dated as of May 2, 2023Agreement and Plan of Merger • May 8th, 2023 • OceanTech Acquisitions I Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 2, 2023 by and among (i) Regentis Biomaterials Ltd., an Israeli company (the “Company”), (ii) OceanTech Acquisitions I Corp., a Delaware corporation (“OceanTech” or the “Purchaser”), and (iii) R.B. Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of OceanTech (“Merger Sub”). The Company, Merger Sub and OceanTech are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2023 • OceanTech Acquisitions I Corp. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of May 30, 2023, to the Amended and Restated Investment Management Trust Agreement (as defined below) is made by and between OceanTech Acquisitions I Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SERVICES AGREEMENTQuality Agreement • November 3rd, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies
Data AgreementData Agreement • November 3rd, 2023 • OceanTech Acquisitions I Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Data Agreement (“Agreement”) is entered into this 20th day of July, 2015 (“Effective Date”) by and between TiGenix NV, a Belgian company having an address at Haasrode Researchpark 1724, Romeinse straat 12 bus 2, 3001 Leuven, Belgium (“TiGenix”), and Regentis Biomaterials, Ltd., an Israeli company with an address at 12 Ha’ilan Street, Northern Industrial Zone, P.O. Box 260, Or-Akiva 3060000, Israel (“Regentis”). TiGenix and Regentis are each individually referred to in this Agreement as a “Party” and collectively referred to in this Agreement as the ‘‘Parties.”
OceanTech Acquisitions I Corp.OceanTech Acquisitions I Corp. • April 27th, 2021 • Blank checks • New York
