Exhibit 4.1


 


EXECUTION VERSION


 


ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT


 


THIS ASSIGNMENT, ASSUMPTION
AND AMENDMENT AGREEMENT (this “Agreement”), dated May 19, 2022, is made by and among OTR Acquisition
Corp., a Delaware corporation (the “Company”), Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated November 17, 2020,
by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed
to such terms in the Existing Warrant Agreement.


 


WHEREAS, pursuant to the Existing
Warrant Agreement, the Company has issued (i) 5,223,675 Public Warrants, (ii) 5,817,757 Private Placement Warrants and (iii) zero (0)
Working Capital Warrants;


 


WHEREAS, all of the Warrants
are governed by the Existing Warrant Agreement;


 


WHEREAS, on January 31, 2022,
the Company, Holdco, CLS Sub Merger 1 Corp. (“Merger Sub 1”), CLS Sub Merger 2 Corp. (“Merger Sub 2”)
and Comera Life Sciences Inc. (“Comera”) entered into that certain Business Combination Agreement (as amended, modified
or supplemented from time to time, the “Business Combination Agreement”);


 


WHEREAS, pursuant to the Business
Combination Agreement, (i) Merger Sub 1 will merge with and into Comera (the “Comera Merger”), with Comera surviving
the Comera Merger as a direct wholly owned subsidiary of Holdco, and (ii) immediately following the Company Merger, Merger Sub 2 will
merge with and into the Company (the “Company Merger” and, together with the Comera Merger, the “Mergers”),
with the Company surviving the Company Merger as a direct wholly owned subsidiary of Holdco, and as a result of the Mergers, the holders
of shares of common stock of Comera and the Company will become holders of common stock of Holdco (the “Holdco Common Stock”);


 


WHEREAS, upon consummation
of the Mergers, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for shares
of common stock of the Company but instead will be exercisable (subject to the terms of the Existing Warrant Agreement as amended hereby)
for shares of Holdco Common Stock;


 


WHEREAS, in connection with
the Mergers, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Holdco and Holdco
wishes to accept such assignment; and


 


WHEREAS, Section 9.8
of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the
consent of any Registered Holders (i) to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing
Warrant Agreement in connection with the Mergers and the transactions contemplated by the Business Combination Agreement or (ii) as the
parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under
the Existing Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Assignment and Assumption; Consent.



 


		1.1	Assignment and Assumption. As of and with effect on and from the SPAC Merger Effective Time (as
defined in the Business Combination Agreement), the Company hereby assigns to Holdco all of the Company’s right, title and interest
in and to the Existing Warrant Agreement (as amended hereby) and Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge
in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended
hereby) arising on, from and after the SPAC Merger Effective Time.



 






     


     


    




		1.2	Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement
by the Company to Holdco and the assumption of the Existing Warrant Agreement by Holdco from the Company pursuant to Section 1.1,
in each case effective as of the SPAC Merger Effective Time, and (ii) the continuation of the Existing Warrant Agreement (as amended hereby)
in full force and effect from and after the SPAC Merger Effective Time.



 


		2.	Amendment of Existing Warrant Agreement.



 


Effective as of the SPAC Merger Effective
Time, the Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge
and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are to provide for the delivery of
Alternative Issuance pursuant to Section 4.4 of the Existing Warrant Agreement (in connection with the Mergers and the transactions
contemplated by the Business Combination Agreement).


 


		2.1	References to the Company. All references to the “Company” in the Existing Warrant
Agreement (including all Exhibits thereto) shall be references to Holdco.



 


		2.2	References to Common Stock. All references to “Common Stock” in the Existing Warrant
Agreement (including all Exhibits thereto) shall be references to Holdco Common Stock.



 


		2.3	References to Business Combination. All references to “Business Combination” in the
Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination
Agreement, and references to “the completion of the Business Combination” and all variations thereof in the Existing Warrant
Agreement (including all Exhibits thereto) shall be references to the SPAC Merger Effective Time.



 


		2.4	References to stockholder. All references to a “stockholder’ of the Company in the
Existing Warrant Agreement (including all Exhibits thereto) shall be construed as a reference to a “stockholder” of Holdco.



 


		2.5	Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:



 


“[INTENTIONALLY
OMITTED]”


 


Except
that the defined term “Business Day” set forth therein shall be retained for all purposes of the Existing Warrant Agreement.


		2.6	Post IPO Warrants.



 


		2.6.1	Section 2.8 of the Existing Warrant Agreement is hereby deleted in its entirety.



 


		2.6.2	All references to “Post IPO Warrant” in the Existing Warrant Agreement shall be deleted.



 





		2.7	Duration of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with
the following:


 





“A
Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty
(30) days after the consummation of the transactions contemplated by the Business Combination Agreement (a “Business Combination”),
and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which
the the Business Combination is completed, (y) the liquidation of the Company, or (z) other than with respect to the Private Placement
Warrants and Working Capital Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below
with respect to an effective registration statement.”


 






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		2.8	Notice Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced
with the following:



 


“Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on Holdco shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by Holdco with the Warrant
Agent), as follows:


 


Comera Life Sciences Holdings, Inc.


c/o Comera Life Sciences, Inc.


12 Gill Street, Suite 4650


Woburn, MA 01801


Attention: Jeffrey Hackman


Email: jhackman@reformbiologics.com


 


with a copy (which shall not constitute
notice) to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attention: Mitchell S. Nussbaum, Esq.


Email: mnussbaum@loeb.com


 


and


 


Greenberg Traurig, P.A.

333 SE 2nd Avenue

Suite 4400

Miami, FL 33131

Email: silbersteind@gtlaw.com

Attention: Daniella G. Silberstein


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust
Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


		3.	Miscellaneous Provisions.



 


		3.1	Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness
of this Agreement shall be expressly subject to the occurrence of the Mergers and substantially contemporaneous occurrence of the SPAC
Merger Effective Time and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be
terminated for any reason.



 






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		3.2	Successors. All the covenants and provisions of this Agreement by or for the benefit of Holdco,
the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.



 


		3.3	Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of Holdco and the Company hereby
agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of Holdco and the Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum.



 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 3.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court
other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


		3.4	Counterparts. This Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.



 


		3.5	Effect of Headings. The section headings herein are for convenience only and are not part of this
Agreement and shall not affect the interpretation thereof.



 


		3.6	Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a
part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.



 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Assignment, Assumption and Amendment Agreement to be duly executed as of the date first above written.


 


	 	OTR ACQUISITION CORP.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Nicholas J. Singer
	 	 	Name:	Nicholas J. Singer
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	COMERA LIFE SCIENCES HOLDINGS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jeffrey Hackman
	 	 	Name:	Jeffrey Hackman
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Douglas Reed
	 	 	Name:	Douglas Reed
	 	 	Title:	Vice President


 


 


 





 






    [Signature Page to Assignment, Assumption and Amendment Agreement]