Exhibit
10.1


 


	Date:	 	August
    31, 2022
	 	 
	To:	 	Aesther
    Healthcare Acquisition Corp., a Delaware corporation (“Counterparty”), and Ocean Biomedical, Inc., a Delaware
    corporation (the “Target”).
	 	 
	Address:	 	515
                                            Madison Avenue

    Suite
    8078

    New
    York, NY 10022

	 	 
	From:	 	Vellar
    Opportunity Fund SPV LLC - Series 3 (“Seller”)
	 	 
	Re:	 	OTC
    Equity Prepaid Forward Transaction


 


The
purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”)
entered into between Seller, Counterparty and the Target on the Trade Date specified below. Certain terms of the Transaction shall be
as set forth in this Confirmation, with additional terms as set forth in a Pricing Date Notice (the “Pricing Date Notice”)
in the form of Schedule A hereto. This Confirmation, together with the Pricing Date Notice, constitutes a “Confirmation”
and the Transaction constitutes a separate “Transaction” as referred to in the ISDA Form (as defined below).


 


This
Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as
to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous
written or oral communications with respect thereto.


 


The
2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions
and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this Confirmation relates, there is any
inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions,
the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including the
Pricing Date Notice); (ii) the Equity Definitions; (iii) the Swap Definitions, and (iv) the ISDA Form.


 


This
Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of
the 2002 ISDA Master Agreement (the “ISDA Form”) as if Seller, Target and Counterparty had executed an agreement in
such form (but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date of the
Transaction.


 


The
terms of the particular Transaction to which this Confirmation relates are as follows:


 








	General
    Terms	 	 
	 	 	 
	Type
    of Transaction:	 	Share
    Forward Transaction
	 	 	 
	Trade
    Date:	 	August
    31, 2022
	 	 	 
	Pricing
    Date:	 	As
    specified in the Pricing Date Notice.
	 	 	 
	Effective
    Date:	 	One
    (1) Settlement Cycle following the Pricing Date.



 






    	 



    	 



    

 


	Valuation
    Date:	 	The
    earlier to occur of (a) the third anniversary of the closing of the transactions between Counterparty and Target pursuant to an Agreement
    and Plan of Merger, as may be entered into on or after the date hereof (the “Merger Agreement”), by and among
    Counterparty, the Target and certain other parties thereto, as reported on a Form 8-K to be filed by the Counterparty or after the
    date hereof (the “Form 8-K”) (the “Business Combination”) and (b) the date specified by Seller
    in a written notice to be delivered at Seller’s discretion (not earlier than the day such notice is effective) after the occurrence
    of a VWAP Trigger Event (the “Maturity Date”).
	 	 	 
	VWAP
    Trigger Event:	 	An
    event that occurs if the VWAP Price during any 30 consecutive Scheduled Trading Day-period, the VWAP Price for 20 Scheduled Trading
    Days during such period shall be less than $3.00 per Share.
	 	 	 
	VWAP
    Price:	 	For
    any Scheduled Trading Day, the Rule 10b-18 volume weighted average price per Share for such day as reported on the relevant Bloomberg
    Screen.
	 	 	 
	Pricing
    Date Notice:	 	Seller
    shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business
    Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been
    settled, with further notice to be provided by Seller to Counterparty upon settlement of such purchases.
	 	 	 
	Seller:	 	Seller.
	 	 	 
	Buyer:	 	Counterparty,
    which term shall also refer to the post-Business Combination company.
	 	 	 
	Shares:	 	Prior
    to the closing of the Business Combination, the Class A common stock, par value $0.0001 per share, of Counterparty (Ticker: “AEHA”)
    and, after the closing of the Business Combination, the shares of Target (the “Issuer”). Seller will hold the
    Recycled Shares and the Additional Shares (together, the “Subject Shares”) in a bankruptcy remote special purpose
    vehicle for the benefit of Target.
	 	 	 
	Number
    of Shares:	 	The
    sum of (a) the number of Recycled Shares and (b) the number of Additional Shares, as specified in the Pricing Date Notice, but in
    no event more than the Maximum Number of Shares. The Number of Shares is subject to reduction as described under “Optional
    Early Termination.”
	 	 	 
	Maximum
    Number of Shares:	 	4,000,000
    Shares.
	 	 	 
	Initial
    Price:	 	The
    Per-Share Redemption Price (the “Redemption Price”) as defined in Section 9.2(b) of the Amended
    and Restated Certificate of Incorporation of Counterparty dated as of September 10, 2021, as amended from time to time (the
    “Certificate of Incorporation”).



 






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	Forward
    Price:	 	Initially,
    the Initial Price. The Forward Price shall be adjusted at the open of trading on the first Scheduled Trading Day of each month commencing
    on the first calendar month following the closing of the Business Combination to be the lowest of (a) the then-current Forward Price,
    (b) the Initial Price and (c) the VWAP Price of the last ten (10) Scheduled Trading Days of the prior calendar month, but not lower
    than $5.00; provided, however, that if the Counterparty or the combined company following the closing of the Initial Business Combination
    offers and sells or issues any Shares or debt or securities that are convertible into or exchangeable or exercisable for shares (including,
    but not limited to, any equity line of credit or similar facility determined based on the per share price of any draw by Counterparty
    on such facility (with notice of any such draw to be provided to Seller within one (1) Local Business Day of such draw), and excluding
    securities issued or issuable as merger consideration in connection with the Merger Agreement, as set forth in Schedule B
    hereto, with such exclusions applicable only to the extent the terms and related agreements are not amended with respect to such
    securities), at a price lower than, or upon any conversion or exchange or exercise price of currently outstanding or future issuances
    of any securities convertible or exchangeable or exercisable for Shares (other than any incentive equity outstanding immediately
    following the closing of the Business Combination, as set forth in Schedule B hereto with such exclusions applicable only
    to the extent the terms and related agreements are not amended with respect to such securities) being equal to a price lower than,
    the then-current Forward Price (the “Offering Price”), then the Forward Price shall be further reduced to equal
    the Offering Price.
	 	 	 
	Recycled
    Shares:	 	The
    number of Shares purchased by Seller from third parties (other than Counterparty); provided that Seller shall have irrevocably waived
    all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the
    Shares.” Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the Pricing
    Date Notice.
	 	 	 
	Additional
    Shares:	 	Any
    Additional Shares may be purchased by Seller, in Seller’s sole discretion, from the Counterparty, with such number of Shares
    to be specified in a Pricing Date Notice for the Additional Shares and up to an amount equal to the difference of (x) the Maximum
    Number of Shares minus (y) the Recycled Shares.
	 	 	 
	Prepayment:	 	Applicable.
    Prepayment of the Prepayment Amount shall be made directly from the Counterparty’s Trust Account maintained by Continental
    holding the net proceeds of the sale of the units in Counterparty’s initial public offering and the sale of private placement
    units (the “Trust Account”) no later than the Prepayment Date. Counterparty shall provide notice to Counterparty’s
    transfer agent of the entrance into this Confirmation no later than one (1) Local Business Day following the date hereof, with copy
    to Seller and Seller’s outside legal counsel. Counterparty shall also provide to Seller and Seller’s outside legal counsel
    a draft of the flow of funds from the Trust Account prior to the closing of the Business Combination itemizing the Prepayment Amount
    due to Seller.
	 	 	 
	Prepayment
    Amount:	 	A
    cash amount equal to (i) the Number of Shares underlying the Transaction as set forth on the Pricing Date Notice, multiplied by (ii)
    the Redemption Price.
	 	 	 
	Prepayment
    Date:	 	The
    earlier of (a) one (1) Local Business Day after the closing of the Business Combination and (b) the date any assets from the Trust
    Account are disbursed following the Business Combination.
	 	 	 
	Variable
    Obligation:	 	Not
    applicable.


 




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	Redemptions:	 	Counterparty
    shall promptly accept any redemption reversal requests for all Shares to be purchased by Seller.
	 	 	 
	Exchange(s):	 	Nasdaq
    Capital Market.
	 	 	 
	Related
    Exchange(s):	 	All
    Exchanges.
	 	 	 
	Structuring
    Fees:	 	On
    the Prepayment Date and each Payment Date, Counterparty shall pay to Seller a structuring fee (the “Structuring Fee”)
    in the amount of $5,000 on the first Trading Day of each calendar quarter or, if such date is not a Local Business Day, the next
    following Local Business Day, payable in advance.
	 	 	 
	Break-Up
    Fees:	 	A
    Break-Up Fee equal to (i) all (a) Structuring Fees and (b) attorney fees and other reasonable expenses related thereto incurred by
    Seller or its affiliates in connection with this Transaction, plus (ii) $1,000,000, shall be payable to Seller upon any Additional
    Termination Event following the consummation of the Transaction except where the Additional Termination Event occurred as a result
    of regulatory items or a material breach of Seller’s obligations hereunder; except that, Seller hereby irrevocably waives any
    and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the
    Counterparty’s Trust Account, as described more fully in its final prospectus for its initial public offering filed with the
    Securities and Exchange Commission on September 14, 2021, and agrees not to seek recourse against the Trust Account; in each case,
    as a result of, or arising out of, this Transaction; provided, however, that nothing herein shall (x) serve to limit or prohibit
    Seller’s right to pursue a claim against the Counterparty for legal relief against assets held outside the Trust Account, for
    specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Seller may have in the future
    against the Counterparty’s assets or funds that are not held in the Trust Account (including any funds that have been released
    from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) be deemed to limit any Seller’s
    right, title, interest or claim to the Trust Account by virtue of such Seller’s record or beneficial ownership of securities
    of the Counterparty acquired by any means other than pursuant to this Transaction, including but not limited to any redemption right
    with respect to any such securities of the Seller. The Counterparty and Target shall be jointly and severally liable for any Break-Up
    Fees payable hereunder.
	 	 	 
	Payment
    Dates:	 	With
    respect to Counterparty, the last day of each calendar month or, if such date is not a Local Business Day, the next following Local
    Business Day, until the Maturity Date.
	 	 	 
	Period
    End Date:	 	Each
    Payment Date during the term of the Transaction.
	 	 	 
	Calculation
    Period:	 	Notwithstanding
    anything to the contrary in Section 4.13 of the Swap Definitions, each period from, and including, one Period End Date to, but excluding,
    the next following applicable Period End Date during the term of the Transaction, except that (a) the initial Calculation Period
    will commence on, and include, the date of the closing of the Business Combination and (b) the final Calculation Period will end
    on, but exclude the Settlement Date.


 




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	Reimbursement
    of Legal Fees and Other Expenses:	 	On
    the Effective Date, Counterparty shall pay to Seller an amount equal to the attorney fees and other reasonable expenses related thereto
    incurred by Seller or its affiliates in connection with this Transaction. Counterparty shall also pay to Seller a quarterly fee of
    $5,000 (payable in full upon the Effective Date and upon the first day of each subsequent quarter. In addition, on the Effective
    Date, Counterparty shall reimburse Seller for its reasonable costs and expenses incurred in connection with the acquisition of Subject
    Shares in an amount not to exceed $0.05 per Share and for disposition of Subject Shares in an amount not to exceed $0.02 per Share.
	 	 	 
	Settlement
    Terms	 	 
	 	 	 
	Settlement
    Method Election:	 	Not
    Applicable.
	 	 	 
	Settlement
    Method:	 	Physical
    Settlement.
	 	 	 
	Settlement
    Currency:	 	USD.
	 	 	 
	Settlement
    Date:	 	Two
    (2) Exchange Business Days following the Valuation Date.
	 	 	 
	Excess
    Dividend Amount	 	Ex
    Amount.
	 	 	 
	Additional
    Payment on Settlement:	 	On
    the Settlement Date, Counterparty shall pay to Seller any accrued and unpaid Structuring Fees.
	 	 	 
	Optional
    Early Termination:	 	From
    time to time and on any Exchange Business Day following the date of the closing of the Business Combination (any such date, an “OET
    Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction
    in whole or in part so long as Seller provides written notice to Counterparty (the “OET Notice”), no later than
    the later of (a) the third Local Business Day following the OET Date and (b) the first Payment Date after the OET Date which shall
    specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”).
    Notwithstanding anything to the contrary contained herein, Seller shall terminate the Transaction in respect of any Shares sold on
    or prior to the Maturity Date, and Seller shall be obligated to deliver an OET Notice in respect of any Shares sold prior to the
    Maturity Date. The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified
    in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from
    Seller equal to the product of (x) the number of Terminated Shares and (y) the Forward Price in respect of such OET Date (an “Early
    Termination Obligation”). The remainder of the Transaction, if any, shall continue in accordance with its terms; provided
    that if the OET Date is also the stated Valuation Date, the remainder of the Transaction shall be settled in accordance with the
    other provisions of “Settlement Terms.” Seller shall pay to Counterparty any and all unsatisfied Early Termination Obligations,
    calculated as of the last day of each calendar month, on the first Local Business Day following such day.


 




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	Maturity
    Consideration:	 	An
    amount equal to the product of (1) the Maximum Number of Shares less (b) the number of Terminated Shares multiplied by (2) $2.50
    (the “Maturity Consideration”). At the Maturity Date, Seller shall be entitled to receive the Maturity Consideration
    in Shares based on the average daily VWAP Price over 30 Scheduled Trading Days commencing on (i) the Maturity Date to the extent
    the Shares used to pay the Maturity Consideration are freely tradeable by Seller, or (ii) if not freely tradeable by Seller, the
    date on which the Shares used to pay the Maturity Consideration are registered under the Securities Act and delivered to Seller.
    Counterparty shall pay the Maturity Consideration on a net basis such that Seller retains a Number of Shares due to Counterparty
    upon the Maturity Date equal to the number of Maturity Consideration Shares payable to Seller, only to the extent the Number of Shares
    due to Counterparty upon the Maturity Date are equal to or more than the number of Maturity Consideration Shares payable to Seller,
    with any Maturity Consideration remaining due to be paid to Seller in newly issued Shares. For the avoidance of doubt, in addition
    to the Maturity Consideration, at the Maturity Date, Seller will be entitled to retain a cash amount equal to the product of (y)
    the Number of Shares remaining in the Transaction multiplied by (z) the Redemption Price, and Seller will deliver to Buyer the Number
    of Shares that remain in the Transaction.
	 	 	 
	Share
    Adjustments:	 	 
	 	 	 
	Method
    of Adjustment:	 	Calculation
    Agent Adjustment.
	 	 	 
	Extraordinary
    Events:	 	 
	 	 	 
	Consequences
    of Merger Events involving Counterparty:	 	 
	 	 	 
	Share-for-Share:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Other:	 	Cancellation
    and Payment.
	 	 	 
	Share-for-Combined:	 	Component
    Adjustment.
	 	 	 
	Tender
    Offer:	 	Applicable;
    provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding
    Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions
    are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.
	 	 	 
	Consequences
    of Tender Offers:	 	 
	 	 	 
	Share-for-Share:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Other:	 	Calculation
    Agent Adjustment.
	 	 	 
	Share-for-Combined:	 	Calculation
    Agent Adjustment.
	 	 	 
	Composition
    of Combined Consideration:	 	Not
    Applicable.


 




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	Nationalization,
    Insolvency or Delisting:	 	Cancellation
    and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity
    Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately
    re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or
    the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination
    of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded
    or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
	 	 	 
	Business
    Combination Exclusion:	 	Notwithstanding
    the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event,
    Tender Offer, Delisting or any other Extraordinary Event hereunder.
	 	 	 
	Additional
    Disruption Events:	 	 
	 	 	 
	(a)
    Change in Law:	 	Applicable;
    provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the
    avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)”
    after the word “regulation” in the second line thereof.
	 	 	 
	(a)
    Failure to Deliver:	 	Not
    Applicable.
	 	 	 
	(b)
    Insolvency Filing:	 	Applicable.
	 	 	 
	(c)
    Hedging Disruption:	 	Not
    Applicable.
	 	 	 
	(d)
    Increased Cost of Hedging:	 	Not
    Applicable.
	 	 	 
	(e)
    Loss of Stock Borrow:	 	Not
    Applicable.
	 	 	 
	(f)
    Increased Cost of Stock Borrow:	 	Not
    Applicable.
	 	 	 
	Determining
    Party:	 	For
    all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is
    continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third
    Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.
	Additional
    Provisions:	 	 
	 	 	 
	Calculation
    Agent:	 	Seller,
    unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller,
    or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant
    market selected by Counterparty in its sole discretion will be the Calculation Agent.



 






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	 	 	In
    the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make
    any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have
    such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the
    dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be
    jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise of its rights hereunder (once
    selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree
    on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers
    shall agree on a Third Party Dealer by the end of the subsequent Business Day. Such Third Party Dealer shall be deemed to be the
    Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered
    to the Calculation Agent not later than the third Business Day following the Business Day on which the Calculation Agent notifies
    the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute
    Calculation Agent shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second
    Business Day following the Substitute Calculation Agent’s appointment. The costs of such Substitute Calculation Agent shall
    be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees with the Calculation Agent or (b) the
    non-Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following
    the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination
    of the Calculation Agent shall apply.
	 	 	 
	Non-Reliance:	 	Applicable.
	 	 	 
	Agreements
    and Acknowledgements Regarding Hedging Activities:	 	Applicable.
	 	 	 
	Additional
    Acknowledgements:	 	Applicable.
	 	 	 
	 	 	 
	Schedule
    Provisions:	 	 
	 	 	 
	Specified
    Entity:	 	In
    relation to both Seller and Counterparty for the purpose of:
	 	 	Section
    5(a)(v), Not Applicable
	 	 	Section
    5(a)(vi), Not Applicable
	 	 	Section
    5(a)(vii), Not Applicable
	 	 	Section
    5(b)(v), Not Applicable
	 	 	 
	Cross-Default	 	The
    “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.
	 	 	 
	Credit
    Event Upon Merger	 	The
    “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.
	 	 	 
	Automatic
    Early Termination:	 	The
    “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.
	 	 	 
	Termination
    Currency:	 	United
    States Dollars.


 




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	Additional
    Termination Event:	 	Will
    apply to Seller and to Counterparty and Target. The occurrence of either of the following events shall constitute an Additional Termination
    Event in respect of which Seller and Counterparty and Target shall be Affected Parties:
	 	 	 
	 	 	(a)
    The Business Combination fails to close on or before the Outside Date (as defined in the Merger Agreement) (as such Outside Date
    may be amended or extended from time to time); and
	 	 	 
	 	 	(b)
    The Merger Agreement is terminated pursuant to its terms prior to the closing of the Business Combination; and
	 	 	 
	 	 	Subject
                                            to the Break-Up Fee, if this Transaction terminates due to the occurrence of either of the
                                            foregoing Additional Termination Events, then, subject to the immediately following sentence,
                                            no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty
                                            to Seller in respect of the Transaction, including without limitation in respect of any settlement
                                            amount, breakage costs or any amounts representing the future value of the Transaction, and
                                            neither party shall have any further obligation under the Transaction and, for the avoidance
                                            of doubt and without limitation, no payments will have accrued or be due under Sections 2,
                                            6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations
                                            set forth under the captions, “Reimbursement of Legal Fees and Expenses,” and
                                            “Other Provisions — (d) Indemnification” shall survive any termination
                                            due to the occurrence of either of the foregoing Additional Termination Events.

    

	 	 	 
	Material
    Adverse Change:	 	Means
    any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially
    adverse effect on the business, assets, financial condition or results of operations of the Counterparty and its subsidiaries, taken
    as a whole; provided, however, that no change, event, occurrence or effect arising out of or related to any of the following, alone
    or in combination, shall be taken into account in determining whether a Material Adverse Change pursuant has occurred: (i) acts of
    war (whether or not declared), sabotage, military or para-military actions or terrorism, or any escalation or worsening of any such
    acts, or changes in global, national or regional political or social conditions; (ii) earthquakes, hurricanes, tornados, epidemics
    and pandemics declared by the World Health Organization or any other reputable third party organization (including the COVID-19 virus)
    or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the transactions contemplated
    herein (including the impact thereof on relationships with customers, suppliers, employees or governmental authorities); (iv) changes
    or proposed changes in law, regulations or interpretations thereof or decisions by courts or any governmental authority; (v) changes
    or proposed changes in GAAP (or any interpretation thereof); (vi) any downturn in general economic conditions, including changes
    in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates or the
    price of any security, market index or commodity), in each case, in the United States or anywhere else in the world; (vii) events
    or conditions generally affecting the industries and markets in which the Counterparty operates; (viii) any failure to meet any projections,
    forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that
    this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure (unless otherwise
    excluded by the other clauses of this proviso) has resulted in a Material Adverse Change; or (ix) any actions expressly required
    to be taken, or expressly required not to be taken, pursuant to the terms hereof; provided, however, that if a change or effect related
    to clause (ii) or clauses (iv) through (vii) disproportionately adversely affects the Counterparty and its subsidiaries, taken as
    a whole, compared to other Persons operating in the same industry as the Counterparty, then such disproportionate impact may be taken
    into account in determining whether a Material Adverse Change has occurred.



 






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	Governing
    Law:	 	New
    York law (without reference to choice of law doctrine).
	 	 	 
	Credit
    Support Provider:	 	With
    respect to Seller and Counterparty, None.
	 	 	 
	Local
    Business Days:	 	Seller
    specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York. Counterparty
    specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.


 


Representations,
Warranties and Covenants


 


	1.	Each
  of Counterparty and Seller represents and warrants to, and covenants and agrees with, the other as of the date on which it enters into
  the Transaction that (in the absence of any written agreement between the parties that expressly imposes affirmative obligations to
  the contrary for the Transaction):
	 	 
	(a)	Non-Reliance.
  It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether
  the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary.
  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into
  the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction will
  not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received
  from the other party will be deemed to be an assurance or guarantee as to the expected results of the Transaction.
	 	 
	(b)
  	Assessment
  and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional
  advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes,
  the risks of the Transaction.
	 	 
	(c)
  	Non-Public
  Information. It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended (the “Exchange
  Act”).
	 	 
	(d)
  	Eligible
  Contract Participant. It is an “eligible contract participant” under, and as defined in, the Commodity Exchange
  Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3).
	 	 
	(e)
  	Tax
  Characterization. It shall treat the Transaction as a derivative financial contract for U.S. federal income tax purposes, and
  it shall not take any action or tax return filing position contrary to this characterization.




 




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	(f)	Private
                                            Placement. It (i) is an “accredited investor” as such term is defined in Regulation
                                            D as promulgated under the Securities Act, (ii) is entering into the Transaction for its
                                            own account without a view to the distribution or resale thereof and (iii) understands that
                                            the assignment, transfer or other disposition of the Transaction has not been and will not
                                            be registered under the Securities Act.
	 	 
	(g)	Investment
                                            Company Act. It is not and, after giving effect to the Transaction, will not be required
                                            to register as an “investment company” under, and as such term is defined in,
                                            the Investment Company Act of 1940, as amended.
	 	 
	(h)	Authorization.
                                            The Transaction has been entered into pursuant to authority granted by its board of directors
                                            or other governing authority. It has no internal policy, whether written or oral, that would
                                            prohibit it from entering into any aspect of the Transaction, including, but not limited
                                            to, the purchase of Shares to be made in connection therewith.
	 	 
	(i)	Affiliate
                                            Status. It is the intention of the parties hereto that Seller shall not be an “affiliate”
                                            (as such term is defined in Rule 405 under the Securities Act) of the Counterparty or the
                                            combined company following the closing of the Initial Business Combination as a result of
                                            the transactions contemplated hereunder.
	 	 
	2.	Counterparty
  represents and warrants to, and covenants and agrees with Seller as of the date on which it enters into the Transaction that:
	 	 
	(a)	Total
  Assets. It expects to have total assets of at least USD $5,000,000 following the close of this Transaction.
	 	 
	(b)	Non-Reliance.
  Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Seller is not making
  any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under
  any accounting standards.
	 	 
	(c)	Solvency.
  Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under the Transaction, solvent and able to
  pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the
  businesses in which it engages. Counterparty: (i) has not engaged in and will not engage in any business or transaction after which
  the property remaining with it will be unreasonably small in relation to its business, (ii) has not incurred and does not intend to
  incur debts beyond its ability to pay as they mature, and (iii) as a result of entering into and performing its obligations under the
  Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the acquisition or redemption
  by an issuer of its own securities and (b) it would not be nor would it be rendered “insolvent” (as such term is defined
  under Section 101(32) of the Bankruptcy Code).
	 	 
	(d)	 
  Public Reports. As of the Trade Date, Counterparty is in material compliance with its reporting obligations under the
  Exchange Act, and all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the
  Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained
  in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact
  required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
  made, not misleading.
	 	 
	(e)	No
                                            Distribution. Counterparty is not entering into the Transaction to facilitate a distribution
                                            of the Shares (or any security that may be converted into or exercised or exchanged for Shares,
                                            or whose value under its terms may in whole or in significant part be determined by the value
                                            of the Shares) or in connection with any future issuance of securities.
	 	 
	(f)	SEC
                                            Documents. The Counterparty shall comply with the Securities and Exchange Commission’s
                                            guidance, including Compliance and Disclosure Interpretation No. 166.01, for all relevant
                                            disclosure in connection with this Confirmation and the Transaction, and will not file with
                                            the Securities and Exchange Commission any Form 8-K, Registration Statement on Form S-4 (including
                                            any post-effective amendment thereof), proxy statement, or other document that includes any
                                            disclosure regarding this Confirmation or the Transaction without consulting with and reasonably
                                            considering any comments received from Seller, provided that, no consultation shall be required
                                            with respect to any subsequent disclosures that are substantially similar to prior disclosures
                                            by Counterparty that were reviewed by Seller.



 




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	(g)	Waiver.
                                            The Counterparty hereby waives any violation of its “bulldog clause” and any
                                            other restrictions that would be caused by Seller entering into this Transaction.
	 	 
	(h)	Indemnity.
                                            The Issuer, Counterparty and the combined company following the closing of the Initial
                                            Business Combination shall jointly and severally indemnify Seller for any and all claims,
                                            fees, losses and liabilities that arise out of Seller’s regulatory filings related
                                            to this Transaction.
	 	 
	(i)	Disclosure.
                                            The Issuer, Counterparty and the combined company following the closing of the Initial Business
                                            Combination (as the case may be) shall preview with Seller all public disclosure relating
                                            to the Transaction and shall consult with Seller to ensure that such public disclosure, including
                                            the Form 8-K that announces the Transaction adequately discloses the material terms and conditions
                                            of the Transaction in form and substance reasonably acceptable to Seller; provided that the
                                            Form 8-K shall be publicly filed on the same date that definitive transaction documents are
                                            signed and provided further, that to the extent definitive transaction documents are not
                                            signed at least 48 hours prior to the Redemption Deadline, the Counterparty agrees to make
                                            all necessary disclosures (if any) at least 24 hours prior to the Redemption Deadline to
                                            ensure that Seller is not in possession of material non-public information as a result of
                                            the transactions outlined herein.
	 	 
	(j)	Listing.
                                            The Issuer, Counterparty or the combined company following the closing of the Initial Business
                                            Combination (as the case may be) agree to use their best efforts to maintain the listing
                                            of the Shares on a national securities exchange; provided that if the Shares cease to be
                                            listed on a national securities exchange or upon the filing of a Form 25 Seller may terminate
                                            this agreement and shall be entitled to the Break-up Fees, which shall be due and payable
                                            immediately following the occurrence of the termination of this agreement.
	 	 
	(k)	Termination.
                                            The Issuer, Counterparty or the combined company following the closing of the Initial Business
                                            Combination jointly and severally agree to pay the Seller the Break-up Fees if the Issuer,
                                            Counterparty or the combined company following the closing of the Initial Business Combination
                                            (as the case may be) terminates this agreement and the Initial Business Combination closes
                                            or has closed or if this agreement is terminated by Seller for a material breach of its terms
                                            by any of the Issuer, Counterparty or the combined company following the closing of the Initial
                                            Business Combination.
	 	 
	3.	Seller
  represents and warrants to, and covenants and agrees with Counterparty as of the date on which it enters into the Transaction and each
  other date specified that:
	 	 
	(a)	Regulatory
  Filings. Counterparty covenants that it will make all regulatory filings that it is required by law or regulation to make with
  respect to the Transaction including, without limitation, as may be required by Section 13 or Section 16 under the Exchange Act and,
  assuming the accuracy of Counterparty’s Repurchase Notices (as described under “Repurchase Notices” below) any sales
  of Subject Shares will be in compliance therewith.
	 	 
	(b)	Shorting.
  Seller agrees not to short the shares of the Target prior to the earlier of a) the Maturity Date b) the Transaction Cancelation.




 




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Transactions
by Seller in the Shares


 


	(a)	Seller
  hereby waives the redemption rights (“Redemption Rights”) set forth in Article 9.2 of the Certificate of Incorporation
  in connection with the Business Combination with respect to Shares it acquires from third parties and identifies on the Pricing Notice
  (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant
  to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Agreement
  and ending at the time reversals of redemptions in connection with the Business Combination are no longer permitted (the Shares so
  acquired, the “Subject Shares”), except as required to not exceed the Excess Ownership Position. Following such
  date, Seller shall notify Counterparty of the number of Subject Shares. For the avoidance of doubt, Seller may sell or otherwise transfer,
  loan or dispose of any of the Subject Shares or any other shares or securities of the Counterparty in one or more public or private
  transactions at any time; provided that if such Subject Shares are so transferred prior to the Closing of the Business Combination,
  such transferee also agrees to waive Redemption Rights with respect to such Subject Shares and provided, further, that upon the sale
  of any Subject Shares the Seller shall immediately be deemed to have delivered an OET Notice with respect to such Subject Shares specifying
  the settlement date of such sale as the OET Settlement Date. Any Subject Shares sold by Seller during the term of the Transaction will
  cease to be Subject Shares.
	 	 
	(b)	Seller
  will give written notice to Counterparty of any sale of Subject Shares by Seller within one (1) Local Business Day following the date
  of such sale, such notice to include the date of the sale and the number of Subject Shares sold.
	 	 
	(c)	Counterparty
  hereby waives the provisions of Section 9.2© of the Certificate of Incorporation with respect to the Subject Shares (or any other
  shares of the Counterparty held by Seller or any of its affiliates) provided that such Subject Shares shall not be permitted to be
  redeemed by Seller during the term of this Agreement to the extent set forth in Section (a) above. Notwithstanding anything to the
  contrary set forth herein, the waiver set forth in this paragraph (c) shall survive any termination or expiration of this Confirmation.




 


No
Arrangements


 


Seller
and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty
with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Seller may hedge its risk under the Transaction
in any way Seller determines, Seller has no obligation to hedge with the purchase or maintenance of any Shares or otherwise; (iii) Counterparty
will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty will not
seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of Shares.


 


Wall
Street Transparency and Accountability Act


 


In
connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties
hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made
by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date
of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify,
amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality, increased
costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.


 


Address
for Notices


 


Notice
to Seller:


 


3
Columbus Circle


24th
Floor


New
York, NY 10019


 


Notice
to Counterparty:


 


Aesther
Healthcare Acquisition Corp.


515
Madison Avenue, Suite 8078


New
York, New York 10022


e-mail:
suren@aestherhealthcarespac.com


 




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Following
the Closing of the Business Combination:


 


Ocean
Biomedical, Inc.


55
Claverick St., Room 325


Providence,
Rhode Island 02903


 


Notice
to Target:


 


Ocean
Biomedical, Inc.


55
Claverick St., Room 325


Providence,
Rhode Island 02903


 


Other
Provisions.


 


	(a)	Rule
  10b5-1.
	 	 
	 	(i)	Counterparty
  represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity
  in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the
  price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale
  of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty
  has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction
  or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply
  with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and
  the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).
	 	 	 
	 	(ii)	Counterparty
  agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within the
  meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into
  any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects
  of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1.
	 	 	 
	 	(iii)	Counterparty
  acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance
  with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality
  of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in
  good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver
  shall be made at any time at which Counterparty, or any officer, director, manager or similar person of Counterparty is aware of any
  material non-public information regarding Counterparty or the Shares.




 




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	(b)	Repurchase
  Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Seller a written
  notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding
  Shares as determined on such day is (i) less than the number of Shares outstanding that would result in the percentage of total Shares
  outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (in the case of the first such notice)
  or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding
  represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included
  in the immediately preceding Repurchase Notice; provided that the Issuer, Counterparty and the combined company following the closing
  of the Initial Business Combination (as the case may be) each agree that this information does not constitute material non-public information;
  provided further if this information shall be material non-public information, it shall publicly disclosed immediately. Counterparty
  agrees to indemnify and hold harmless Seller and its affiliates and their respective officers, directors, employees, affiliates, advisors,
  agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses
  relating to Seller’s hedging activities as a consequence of remaining or becoming a Section 16 “insider” following
  the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging
  activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses
  (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s
  failure to provide Seller with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within
  thirty (30) days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection
  with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided,
  however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to Seller becoming a Section
  16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental
  or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s
  failure to provide Seller with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify
  Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to
  the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay
  the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding
  contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final
  judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason
  of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement
  of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could
  have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional
  release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably
  satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person
  or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu
  of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a
  result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not
  limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution
  agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.
	 	 
	(c)	Transfer
  or Assignment. The Seller may freely transfer or assign the rights and duties under this Confirmation, and Seller, Counterparty
  and Target will attempt to assign and novate their respective rights and obligations hereunder to one or more unaffiliated third parties
  such that Seller’s Section 16 Percentage does not exceed 9.9% on a post-Business Combination basis. If at any time following
  the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable
  Share Limit (if any applies) (any such condition described in clause (A) or (B), an “Excess Ownership Position”),
  Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable
  to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate
  any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”),
  such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination
  Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty
  as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a
  Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as
  of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares
  that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules
  promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act)
  with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated
  thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.




 




    	15



    	 



    




 


The
“Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be
aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a
“Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty
that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively
owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined
by Seller in its sole discretion.


 


The
“Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to
reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Seller
Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by Seller in its sole
discretion, minus (B) 0.1% of the number of Shares outstanding.


 


	(d)	Indemnification.
  Counterparty agrees to indemnify and hold harmless Seller, its affiliates and its assignees and their respective directors, officers,
  employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and
  all losses (but not including financial losses to an Indemnified Party relating to the economic terms of the Transaction provided that
  the Counterparty performs its obligations under this Confirmation in accordance with its terms), claims, damages and liabilities (or
  actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection
  with, or relating to, the execution or delivery of this Confirmation, the performance by Counterparty of its obligations under the
  Transaction, any breach of any covenant or representation made by Counterparty in this Confirmation or the ISDA Form, regulatory filings
  made by Counterparty related to the Transaction (other than as relates to any information provided by or on behalf of Seller or its
  affiliates), or the consummation of the transactions contemplated hereby; provided, however, that Counterparty has no indemnification
  obligations with respect to any loss, claim, damage, liability or expense related to the manner in which Seller sells, or arising out
  of any sales by Seller of, the Subject Shares or any other Shares owned by Seller. Counterparty will not be liable under the foregoing
  indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by
  a court of competent jurisdiction to have resulted from Seller’s material breach of any covenant, representation or other obligation
  in this Confirmation or the ISDA Form or from Seller’s willful misconduct, gross negligence or bad faith in performing the services
  that are subject of the Transaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient
  to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid
  or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition (and in addition to any other
  Reimbursement of Legal Fees and other Expenses contemplated by this Confirmation), Counterparty will reimburse any Indemnified Party
  for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with
  the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding
  arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding
  is initiated or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Party shall have any liability
  to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter
  referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty
  result from such Indemnified Party’s breach of any covenant, representation or other obligation in this Confirmation or the ISDA
  Form or from the gross negligence, willful misconduct or bad faith of the Indemnified Party or breach of any U.S. federal or state
  securities laws or the rules, regulations or applicable interpretations of the Securities and Exchange Commission. The provisions of
  this paragraph shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and/or delegation
  of the Transaction made pursuant to the ISDA Form or this Confirmation shall inure to the benefit of any permitted assignee of Seller.




 




    	16



    	 



    




 


	(e)	Amendments
    to Equity Definitions.
	 	 
		(i)	Section
  11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with the word
  “an” and adding the phrase “or such Transaction” at the end thereof;
	 	 	 
		(ii)	The
  first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: ‘(c)
  If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a Share Option
  Transaction or Share Forward Transaction, then, following the announcement or occurrence of any Potential Adjustment Event, the Calculation
  Agent will determine whether such Potential Adjustment Event has an economic effect on the Transaction and, if so, will (i) make appropriate
  adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately preceding clause (ii) thereof is
  hereby amended by deleting the words “diluting or concentrative”.
	 	 	 
		(iii)	Section
  11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with
  the word “an” and (ii) adding the phrase “or the relevant Transaction” at the end thereof;
	 	 	 
		(iv)	Section
  12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after
  the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof
  and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through
  (9) of the ISDA Form with respect to that Issuer.”;
	 	 	 
		(v)	Section
  12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the Transaction will be cancelled,” in
  the first line with the words “Seller will have the right, which it must exercise or refrain from exercising, as applicable,
  in good faith acting in a commercially reasonable manner, to cancel the Transaction,”; and
	 	 	 
		(vi)	Section
  12.9(b)(i) of the Equity Definitions is hereby amended by (i) replacing “either party may elect” with “Seller may
  elect” and (ii) replacing “notice to the other party” with “notice to Counterparty” in the first sentence
  of such section.
	 	 	 
	(f)	Waiver
    of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by
    jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent
    or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit,
    action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to
    enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.
	 	 
	(g)	Attorney
    and Other Fees. In the event of any legal action initiated by any party arising under or out of, in connection with or in
    respect of, this Confirmation or the Transaction, the prevailing party shall be entitled to reasonable attorneys’ fees, costs
    and expenses incurred in such action, as determined and fixed by the court.
	 	 
	(h)	Tax
    Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its
    employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment
    and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to
    Counterparty relating to such tax treatment and tax structure.
	 	 
	(i)	Securities
    Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be (a) a “securities contract”
    as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to the Transaction is a “termination
    value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
    Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement”
    as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
    value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
    Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other
    transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled
    to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy
    Code, (ii) a party’s right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies upon the
    occurrence of any Event of Default under the ISDA Form with respect to the other party to constitute a “contractual right”
    as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise
    constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy
    Code.
	 	 
	(j)	Process
    Agent. For the purposes of Section 13(c) of the ISDA Form:




 


Seller
appoints as its Process Agent: None


 


Counterparty
appoints as its Process Agent: None.


 


[Signature
page follows]


 




    	17



    	 



    

 





Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it
to us at your earliest convenience.


 


	 	Very
    truly yours,
	 	 
	 	/s/
    Vellar Opportunity Fund SPV LLC – Series 3
	 	Vellar
    Opportunity Fund SPV LLC – Series 3


 


	Agreed
    and accepted by:	 
	 	 
	/s/
    Aesther Healthcare Acquisition Corp.	 
	Aesther
    Healthcare Acquisition Corp.	 
	 	 
	/s/
    Ocean Biomedical, Inc.	 
	Ocean
    Biomedical, Inc.	 


 




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