Exhibit 4.2


 


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


 


THIS
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of May 19, 2022, is made and entered
into by and among, (i) Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), (ii) OTR
Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (iii) certain holders of securities
of OTR Acquisition Corp. designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”);
and (iv) the equityholders designated as Comera Equityholders on Schedule B hereto (collectively, the “Comera
Equityholders” and, together with the Sponsor, Sponsor Equityholders and any person or entity who hereafter becomes a party
to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”).


 


RECITALS


 


WHEREAS, OTR Acquisition Corp.
(“OTR”) and Sponsor are parties to that certain Registration Rights Agreement dated as of November 17,
2020 (the “OTR Prior Agreement”) pursuant to which the Sponsor and its permitted transferee have certain registration
rights with respect to its shares of OTR common stock;


 


WHEREAS, Comera Life Sciences, Inc.,
a Delaware corporation (“Comera”) and certain Comera Equityholders are party to that certain Amended and Restated
Investors’ Rights Agreement dated as of May 26, 2021 (the “Comera Prior Agreement”) pursuant to which,
among other things, the Comera Equityholders have certain registration rights with respect to their shares of Comera common stock;


 


WHEREAS, OTR, the Company,
CLS Sub Merger 1 Corp., a Delaware corporation (“Mergers Sub 1”), CLS Sub Merger 2 Corp., a Delaware corporation
(“Mergers Sub 2”) and Comera, are party to that certain Business Combination Agreement, dated as of January 31,
2022 (the “Business Combination Agreement”), pursuant to which, Mergers Sub 1 will merge (the “Company
Mergers”) with and into Comera with Comera surviving the Mergers as a wholly owned subsidiary of the Company and Mergers
Sub 2 will merge with and into OTR with OTR surviving the Mergers as a wholly owned subsidiary of the Company (the “SPAC Mergers”
and together with the Company Mergers, the “Mergers”);


 


WHEREAS, the Comera Equityholders
are receiving shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”)
on or about the date hereof, pursuant to the Business Combination Agreement (the “Business Combination Shares”);


 


WHEREAS, pursuant to the terms
of the Business Combination Agreement, the 2,611,838 outstanding shares of the Class B common stock, par value $0.0001 per share
of OTR held by the Sponsor (the “Founder Shares”) will first be converted into an equal number of shares Class A
common stock, par value $0.0001 per share of OTR and, at the effective time of the merger with Mergers Sub 2, will be converted into an
equal number of shares of Company Common Stock (the “Converted Founder Shares”);


 


WHEREAS, pursuant to Section 5.5
of the OTR Prior Agreement, the provisions, covenants or conditions set forth therein may be amended or modified upon the written consent
of the Company and the Holders, and Sponsor is the sole Holder under the OTR Prior Agreement;


 


WHEREAS, the Comera Prior
Agreement was terminated on this date; and


 


WHEREAS, in connection with
the consummation of the Mergers, the parties to the OTR Prior Agreement desire to amend and restate the OTR Prior Agreement in their entirety
as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant certain Holders
certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this
Agreement;


 






     

     


    

 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


ARTICLE I





DEFINITIONS


 


1.1 Definitions. The
terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose
for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Block
Trade” shall mean an offering and/or sale of Registrable Securities by any Holder on a block trade, underwritten or other
coordinated basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation,
a same day trade, overnight trade or similar transaction.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Closing”
shall have the meaning given in the Business Combination Agreement.


 


“Company”
shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off,
reorganization or similar transaction.


 


“Demanding Holder”
shall have the meaning given in Section 2.1.3.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1
Shelf” shall have the meaning given in Section 2.1.1.


 


“Form S-3
Shelf” shall have the meaning given in Section 2.1.1.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Holders”
shall have the meaning given in the Preamble for so long as such person or entity holds any Registrable Securities.


 


“Lock-up Period”
shall have the meaning given in Section 4.1 hereto.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.1.4.


 


“Minimum Takedown
Threshold” has the meaning given in Section 2.1.3.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.


 






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“Permitted Transferees”
shall have the meaning given in Section 4.2.


 


“Piggyback Registration”
shall have the meaning given in Section 2.2.1.


 


“Prior Agreements”
shall mean, collectively the OTR Prior Agreement and the Comera Prior Agreement.


 


“Private Placement
Warrants” shall mean the 5,817,757 warrants to purchase shares of Company Common Stock at a per share price of $11.50.


 


“Pro Rata”
shall have the meaning given in Section 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (i) any outstanding shares of Company Common Stock held by a Holder immediately following the
Closing, (ii) the Private Placement Warrants, any Working Capital Warrants and any shares of Company Common Stock that may be acquired
by Holders upon the exercise of the Private Placement Warrants or the Working Capital Warrants, (iii) any other equity security of
the Company (and any equity securities issued or issuable upon the exercise or conversion of such equity securities) held by a Holder
immediately following the Closing, and (iv) any other equity security of the Company or any of its subsidiaries issued or issuable
with respect to any securities referenced in clause (i), (ii) or (iii) above by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been
otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions
or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or
other public securities transaction.


 


“Registration”
shall mean a registration, including any related Shelf Takedowns, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Company Common Stock is then listed;


 


(B) fees and expenses
of compliance with securities or blue-sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees and
disbursements of counsel for the Company;


 


(E) reasonable fees and
disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 






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(F) in an Underwritten
Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.


 


“Registration
Statement” shall mean any registration statement filed by the Company with the Commission (other than a Registration Statement
on Form S-4 or Form S-8, or their successors) that covers the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to
such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“SEC Guidance”
has the meaning given in Section 2.1.6.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any subsequent Shelf Registration.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect)


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Subsequent Shelf
Registration” shall have the meaning given in Section 2.1.2.


 


“Transfer”
shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or
otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or
liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).


 


“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten
Demand Offering” has the meaning given in Section 2.1.3.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given to in Section 2.1.3.


 


“Working Capital
Warrants” shall mean any warrants issued in payment for working capital loans from the Sponsor to the Company.


 






    	 	4	 



     


    

 


ARTICLE II





REGISTRATIONS


 


Section 2.1 Shelf Registration.


 


2.1.1 Filing. The Company
shall as soon as reasonably practicable, but in any event within thirty (30) days after the Closing Date, file with the Commission a Registration
Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) covering, subject to Section 3.5,
the public resale of all of the Registrable Securities owned by (i) the Sponsor, (ii) the Sponsor Equityholders and (iii) the
Comera Equityholders listed on Schedule C hereto (the “Eligible Comera Equityholders” and together with
the Sponsor and the Sponsor Equityholders, the “Eligible Holders”) (determined as of two business days prior
to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to cause such Form S-1 Shelf to
be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) the 60th
calendar day (or the 90th calendar day if the Commission notifies the Company that it will “review” the Registration
Statement) following the Closing Date and (ii) the 10th business day after the date the Company is notified (orally or
in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be
subject to further review. Such Form S-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant
to any method or combination of methods legally available to, and requested by, any Eligible Holder named therein. The Company shall maintain
a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments,
and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1 Shelf, the
Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a
Registration Statement on Form S-3 (the “Form S-3 Shelf”) as soon as reasonably practicable after
the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Registration Statement filed pursuant
to this Section 2.1.1 but in any event within one (1) business day of such date, the Company shall notify the Eligible Holders
of the effectiveness of such Registration Statement. The Company’s obligation under this Section 2.1.1 shall, for the avoidance
of doubt be subject to Section 3.4 hereto.


 


2.1.2 Subsequent Shelf
Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably
practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order
suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable
amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or
file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering
the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination
of methods legally available to, and requested by, any Eligible Holder named therein. If a Subsequent Shelf Registration is filed, the
Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the
Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration
shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is
a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility
determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf
Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration
shall be on another appropriate form. The Company’s obligation under this Section 2.1.2 shall, for the avoidance of doubt be
subject to Section 3.4 hereto.


 


2.1.3 Requests for Underwritten
Shelf Takedowns. Following the expiration of the Lock-Up Period, (A) At any time and from time to time when an effective Shelf
is on file with the Commission, (i) Holders of at least a majority in interest of the then outstanding number of Registrable Securities
held collectively by the Sponsor and Sponsor Equityholders (the “Demanding Sponsor Holders”) (ii) Holders
of at least a majority in interest of the then outstanding number of Registrable Securities held collectively by the Eligible Comera Equityholders
(the “Demanding Comera Holders” and together with the Demanding Sponsor Equityholders, the “Demanding
Holders” and each, a “Demanding Holder”) may request to sell all or any portion of its Registrable
Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”) and (B) to the extent the Company is not eligible to use a Registration Statement on Form S-3
after twelve months after the date of this Agreement, the Demanding Holders may require the Company file a Registration on Form S-1
to effect an Underwritten Offering of all or any portion of its Registrable Securities (“Underwritten Demand Offering”);
provided in each case that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable
Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate,
$30 million or (y) all remaining Registrable Securities held by the Demanding Holder (the “Minimum Takedown Threshold”).
All requests for Underwritten Shelf Takedowns or Underwritten Demand Offerings shall be made by giving written notice to the Company,
which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering. Subject to Section 2.3.4,
the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable
nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned
or delayed). The Eligible Comera Equityholders, on the one hand, and the Sponsor and Sponsor Equityholders, on the other hand, may each
demand not more than two (2) Underwritten Offerings pursuant to this Section 2.1.3 in any 12-month period. Notwithstanding anything
to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement,
including a Form S-3, that is then available for such offering.


 






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2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown or Underwritten
Demand Offering, in good faith, advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders desire to sell, taken together with all other Company Common Stock or other equity securities
that the Company desires to sell and the Company Common Stock, if any, as to which a Registration has been requested pursuant to separate
written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount
or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering
price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such
Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders (pro rata based on the respective
number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Demanding Holders have requested be included in such Underwritten Registration (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Eligible Holders (Pro Rata, based on the respective number of Registrable Securities that each Eligible Holder has so requested) exercising
their rights to register their Registrable Securities pursuant to Section 2.2.1 hereof, without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the Company Common Stock or other equity securities of other persons or entities that the Company is
obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Securities.


 


2.1.5 Withdrawal.
Prior to the pricing of an Underwritten Shelf Takedown or Underwritten Demand Offering, a majority-in-interest of the Demanding Holders
initiating such Underwritten Offering, pursuant to a Registration under Section 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw provided that the Demanding Comera Equityholder or Demanding Sponsor Equityholder may elect to
have the Company continue an Underwritten Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities
proposed to be sold in the Underwritten Offering by the Demanding Comera Equityholders and the Demanding Sponsor Equityholders. If withdrawn,
a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering for purposes of Section 2.1.4, unless
either (i) the Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) the Demanding Holder reimburses
the Company for all Registration Expenses with respect to such Underwritten Offering; provided that, if an Eligible Comera Equityholder
or the Sponsor or a Sponsor Equityholder elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding
sentence, such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Eligible Comera Equityholders or
the Sponsor and the Sponsor Equityholders, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal
Notice, the Company shall promptly forward such Withdrawal Notice to any other Eligible Holders that had elected to participate in such
Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.5, other than if a Demanding Holder elects
to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.5.


 






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2.1.6 Notwithstanding the
registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the Eligible Holders thereof and use its commercially reasonable efforts
to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a
new registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then
available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities
as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its
commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC
Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to
be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable
efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed
in writing by a Eligible Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration
Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Eligible Holders, subject
to a determination by the Commission that certain Eligible Holders must be reduced first based on the number of Registrable Securities
held by such Eligible Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case
may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission,
as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered
for resale on the Shelf Registration, as amended, or the New Registration Statement.


 


2.1.7 Effective Registration.
Notwithstanding the provisions of Section 2.1.3 or Section 2.1.4 above or any other part of this Agreement, a Registration shall
not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with by any stop order or injunction
of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration
shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or
otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until
the Registration Statement that has been previously filed with respect to a Registration pursuant to an Underwritten Demand Registration
becomes effective or is subsequently terminated.


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights.
Subject to Section 2.3.3, if, at any time on or after the date the Company consummates a Business Combination, the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the
Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company, (iv) pursuant to a Registration Statement on Form S-4 (or similar form
that relates to a transaction subject to Rule 145 under the Securities Act) or (v) for a dividend reinvestment plan, then the
Company shall give written notice of such proposed filing to all of the Eligible Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Eligible Holders of Registrable Securities
the opportunity to register the sale of such number of Registrable Securities as such Eligible Holders may request in writing within five
(5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company
shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the
Eligible Holders pursuant to this Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any
similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Eligible Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form
with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be
a Piggyback Registration, in good faith, advises the Company and the Eligible Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of the Company Common Stock that the Company desires to sell, taken together
with (i) the Company Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Eligible Holders of Registrable Securities hereunder (ii) the Registrable Securities as to
which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Company Common Stock, if any, as to which
Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Eligible Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1
hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Common Stock, if any, as to which
Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which
can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the Registration is pursuant to a request by persons or entities other than the Eligible Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, the Company Common Stock or other equity securities, if any, of such requesting
persons or entities, other than the Eligible Holders of Registrable Securities, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Eligible Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,
Pro Rata based on the number of Registrable Securities that each Eligible Holder has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Eligible Holders have requested to be included in such Underwritten Registration,
which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Company Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Company Common Stock or other equity
securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3 Piggyback Registration
Withdrawal. Any Eligible Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or
no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this Section 2.2.3.


 






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2.2.4 Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
as a Registration pursuant to an Underwritten Shelf Takedown or Underwritten Demand Offering effected under Section 2.1 hereof.


 


2.3 Block Trades.


 


2.3.1 Notwithstanding the
foregoing, following the expiration of the Lock-Up Period, at any time and from time to time, when an effective Shelf is on file with
the Commission and effective, if a Demanding Holder wishes to engage in a Block Trade, with a total offering price reasonably expected
to exceed, in the aggregate, either (x) $75 million or (y) all remaining Registrable Securities held by the Demanding Holder,
then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only to notify the Company of the
Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously
as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a
majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the
Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus
and other offering documentation related to the Block Trade.


 


2.3.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade,
a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the
Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade provided that any other
Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would still be satisfied
by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its
withdrawal under this Section 2.3.2.


 


2.3.3 Notwithstanding anything
to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to
this Agreement.


 


2.3.4 The Demanding Holder
in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally
recognized investment banks).


 


2.4 Restrictions on Registration
Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the
date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Eligible Holders prior to receipt of a demand for an Underwritten Shelf
Takedown or Underwritten Demand Offering pursuant to Section 2.1.1 and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Eligible Holders have requested an Underwritten
Registration and the Company and the Eligible Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes
as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Eligible Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board
it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore
essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for
a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner
more than once in any 12-month period.


 






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ARTICLE III





COMPANY PROCEDURES


 


3.1 General Procedures.
If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration
of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare and file with
the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best
efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold;


 


3.1.2 prepare and file with
the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as
may be requested by any Eligible Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or
instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and each Eligible
Holder of Registrable Securities included in such Registration, and each such Eligible Holder’s legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),
and such other documents as the Underwriters and each Eligible Holder of Registrable Securities included in such Registration or the legal
counsel for any such Eligible Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Eligible
Holders;


 


3.1.4 prior to any public
offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Eligible Holder of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts
and things that may be necessary or advisable to enable the Eligible Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5 cause all such Registrable
Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are
then listed;


 


3.1.6 provide a transfer
agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;


 


3.1.7 advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order
by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such
purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;


 


3.1.8 at least five (5) days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each
seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment
letters received with respect to any such Registration Statement or Prospectus;


 


3.1.9 notify the Eligible
Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of
the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a
Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 






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3.1.10 permit a representative
of the Eligible Holders (such representative to be selected by a majority of the participating Eligible Holders), the Underwriters, if
any, and any attorney or accountant retained by such Eligible Holders or Underwriter to participate, at each such person’s own
expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further,
the Company may not include the name of any Eligible Holder or Underwriter or any information regarding any Eligible Holder or Underwriter
in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that
is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the
prior written consent of such Eligible Holder or Underwriter and providing each such Eligible Holder or Underwriter a reasonable amount
of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;


 


3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
which the participating Eligible Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating Eligible Holders;


 


3.1.12 on the date the Registrable
Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company
for the purposes of such Registration, addressed to the Eligible Holders, the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Eligible Holders,
placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance
letters, and reasonably satisfactory to a majority in interest of the participating Eligible Holders;


 


3.1.13 in the event of any
Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing
Underwriter of such offering;


 


3.1.14 make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning
with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.15 if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in any Underwritten Offering; and


 


3.1.16 otherwise, in good
faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Eligible Holders, in connection
with such Registration.


 


3.2 Registration Expenses.
The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Eligible Holders that the Eligible
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Eligible Holders.


 


3.3 Requirements for Participation
in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to
a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis
provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers
of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under
the terms of such underwriting arrangements.


 






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3.4 Suspension of Sales;
Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,
each of the Eligible Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the
Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Eligible Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement
for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for
such purpose. In the event the Company exercises its rights under the preceding sentence, the Eligible Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
or offer to sell Registrable Securities. The Company shall immediately notify the Eligible Holders of the expiration of any period during
which it exercised its rights under this Section 3.4 and, upon the expiration of such period, the Eligible Holders shall be
entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.


 


3.5
Reporting Obligations. As long as any Eligible Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Eligible Holders with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Eligible Holder may reasonably request, all to the extent required from time to time to
enable such Eligible Holder to sell shares of the Company Common Stock held by such Eligible Holder without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Eligible Holder,
the Company shall deliver to such Eligible Holder a written certification of a duly authorized officer as to whether it has complied with
such requirements.


 


ARTICLE IV





LOCK-UP


 


4.1 Lock-up.


 


4.1.1
Except as permitted by Section 4.1.2 and Section 4.2, for a period of one year from the date hereof, (i) neither the Sponsor
nor any Sponsor Equityholder shall Transfer any Converted Founder Shares (the “Sponsor Lock-Up Shares”) and
(ii) none of the Comera Equityholders shall Transfer any shares of Company Common Stock beneficially owned or owned of record
by such Holder immediately following the Closing (which, for the avoidance of doubt, will not include any shares of convertible preferred
stock of the Company or shares of Company Common Stock issuable upon the conversion of such convertible preferred stock held immediately
following the Closing) (the “Comera Lock-Up Shares” and together with the Sponsor Lock-Up Shares, the “Lock-Up
Shares”), in each case until the date that is the earlier of (x) one year from the date hereof; (y) the date on
which the closing price of the Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and similar transactions) for any 20 trading days within any 30-trading period commencing 150 days
after the Closing or (z) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities
or other property (the “Lock-up Period”).


 






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4.1.2.
Notwithstanding Section 4.1.1, in the event that $25 million or more remains in the trust account established by OTR containing the
proceeds of its initial public offering, for any Comera Equityholder owning less than 4% of the outstanding shares of Company Common
Stock as of immediately after the Closing, with respect to 50% of the shares of Company Common Stock owned by such Holder immediately
following the Closing, the Lock-up Period will end on the date that is 180 days after the Closing.


 


4.2 Exceptions. The
provisions of Section 4.1 shall not apply to (each a “Permitted Transfer” and the transferee thereof, a
 “Permitted Transferee”):


 


4.2.1
transactions relating to shares of Company Common Stock or Warrants acquired in open market transactions;


 


4.2.2
Transfers of shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common
Stock as a bona fide gift;


 


4.2.3
Transfers of shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common
Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent,
sibling, child or grandchild of a Holder or any other person with whom a Holder has a relationship by blood, marriage or adoption not
more remote than first cousin;


 


4.2.4 Transfers by will or
intestate succession or the laws of descent upon the death of a Holder;


 


4.2.5
the Transfer of shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common
Stock pursuant to a qualified domestic order or in connection with a divorce settlement;


 


4.2.6
if a Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business
entity, (i) Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls,
is controlled by or is under common control or management with a Holder (including, for the avoidance of doubt, where such Holder is a
partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) as
part of a distribution, transfer or other disposition of shares of Company Common Stock to partners, limited liability company
members or stockholders of a Holder;


 


4.2.7 Transfers to the Company’s
or the Holder’s officers, directors, consultants or their affiliates;


 


4.2.8 Transfers to the Sponsor’s
officers or directors, any affiliates or family members of any of the Sponsor’s officers or directors, any members of the Sponsor,
or any affiliates of the Sponsor;


 


4.2.9
pledges of shares of Company Common Stock or other Registrable Securities as security or collateral in connection with any borrowing
or the incurrence of any indebtedness by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of
assets or equity interests issued by multiple issuers) and any pledgee agrees to be subject to the Lock-Up;


 


4.2.10 Transfers by any member
of the Sponsor to any other member of the Sponsor or such other member’s Permitted Transferees; and


 


4.2.11 the establishment
of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer
of Lock-Up Shares during the Lock-Up Period


 


provided, that in the case of any transfer or
distribution pursuant to sections 4.2.2 through 4.2.10, each donee, distributee or other transferee shall agree in writing, in form and
substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.


 






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ARTICLE V





INDEMNIFICATION AND CONTRIBUTION


 


5.1 Indemnification.


 


5.1.1 The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’
fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers
and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided
in the foregoing with respect to the indemnification of the Holder.


 


5.1.2 In connection with
any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the
Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation
reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of
each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 


5.1.3 Any person entitled
to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder
to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


5.1.4 The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company
and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested
by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable
for any reason.


 






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5.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party
in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying
the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such
party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account
of the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person
who was not guilty of such fraudulent misrepresentation.


 


ARTICLE VI





MISCELLANEOUS


 


6.1 Notices. Any notice
or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier
service providing evidence of delivery, or (iii) transmission by hand delivery, or facsimile. Each notice or communication that is
mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the
case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier
service, hand delivery, or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of
messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement
must be addressed, if to the Company, to: Comera Life Sciences, Inc., 12 Gill Street, Suite 4650, Woburn, MA 01801 (Attn: Jeffrey
Hackman; Email: jhackman@comerals.com), and, if to any Holder, at such Holder’s address or contact information as set forth in the
Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to
the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided
in this Section 5.1.


 


6.2 Assignment; No Third
Party Beneficiaries.


 


6.2.1 This Agreement and
the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


6.2.2 Prior to the expiration
of the Lock-up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole
or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted
Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.


 


6.2.3 This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted
assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4 This Agreement shall
not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and
Section 5.2 hereof.


 


6.2.5 No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until
the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written
agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement
(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as
provided in this Section 5.2 shall be null and void.


 






    	 	15	 



     


    

 


6.3 Counterparts. This
Agreement may be executed in multiple counterparts (including facsimile, PDF and electronic signature counterparts), each of which shall
be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


6.4 Governing Law; Venue.
NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS
ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


6.5 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in
question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment
hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


6.6 Other Registration
Rights. The Company represents and warrants that no person, other than an Eligible Holder of Registrable Securities, has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. This
Agreement supersedes the OTR Prior Agreement.


 


6.7 Term. This Agreement
shall terminate upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) the date
as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) provided that the rights of any Eligible Holder under Article II and III hereunder shall terminate
when the Eligible Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities
Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV
shall survive any termination.


 






    	 	16	 



     


    

 



 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	COMERA LIFE SCIENCES HOLDINGS, a Delaware corporation    
	 	 	 
	 	By:	/s/ Jeffrey Hackman
	 	 	Name: Jeffrey Hackman
	 	 	Title: Chief Executive Officer 
	 	 
	 	HOLDER:
	 	OTR ACQUISITION SPONSOR LLC, a Delaware limited liability company  
	 	 	 
	 	By:	/s/ Nicholas J. Singer
	 	 	Name: Nicholas J. Singer
	 	 	Title: Managing Member



  


	 	ENTITY:
	 	 
	 	PHEONIX VENTURE PARTNERS LP,
	 	 
	 	By: 	/s/ Zachariah Jonasson
	 	 	Name: Zachariah Jonasson
	 	 	Title: Principal






  


	 	INDIVIDUAL:
	 	 
	 	/s/
    Zachariah Jonasson
	 	Name: Zachariah Jonasson




  


	 	ENTITY:
	 	 
	 	THE SOANE FAMILY TRUST,
	 	 
	 	By: 	/s/ David Soane
	 	 	Name: David Soane
	 	 	Title: Trustee




 


 



    	 	17	 



     


    




 


	 	ENTITY:
	 	 
	 	NICHOLAS V. SOANE 2019 IRREVOCABLE TRUST DATED JUNE 7, 2019
	 	 
	 	By: 	/s/ Zoya Soane
	 	 	Name: Zoya Soane
	 	 	Title: Trustee



 





	 	ENTITY:
	 	 
	 	CHERINGTON HOLDINGS LLC
	 	 
	 	By: 	/s/ Charles Cherington
	 	 	Name: Charles Cherington
	 	 	Title: Authorized Signer




  


	 	INDIVIDUAL:
	 	 
	 	/s/ Charles Cherington 
	 	Name: Charles Cherington 


  


	 	ENTITY:
	 	 
	 	ASHLEY S. PETTUS 2012 IRREVOCABLE TRUST FBO BENJAMIN P. CHERINGTON
	 	 
	 	By: 	/s/ Charles Cherington
	 	 	Name: Charles Cherington
	 	 	Title: Trustee



  


	 	ENTITY:
	 	 
	 	ASHLEY S. PETTUS 2012 IRREVOCABLE TRUST FBO HENRY P. CHERINGTON
	 	 
	 	By: 	/s/ Charles Cherington
	 	 	Name: Charles Cherington
	 	 	Title: Trustee


 


	 	ENTITY:
	 	 
	 	ASHLEY S. PETTUS 2012 IRREVOCABLE TRUST FBO CYRUS P. CHERINGTON
	 	 
	 	By: 	/s/ Charles Cherington
	 	 	Name: Charles Cherington
	 	 	Title: Trustee



 








    	 	18	 



     


    


  


	 	INDIVIDUAL:
	 	 
	 	/s/ James Sherblom
	 	Name: James Sherblom



  


	 	ENTITY:
	 	 
	 	THE YIANNIS MONOVOUKAS FAMILY 2011 IRREVOCABLE TRUST
	 	 
	 	By: 	/s/ Michael F. O’Connell
	 	 	Name: Michael F. O’Connell
	 	 	Title: Trustee



  


	 	INDIVIDUAL:
	 	 
	 	/s/ Yiannis Monovoukas
	 	Name: Yiannis Monovoukas


  





	 	INDIVIDUAL:
	 	 
	 	/s/ Shameek Konar
	 	Name: Shameek Konar


  


	 	ENTITY:
	 	 
	 	GABER INVESTMENT FUND LLC
	 	 
	 	By:	 /s/ David Gaber
	 	 	Name: David Gaber
	 	 	Title: Member



  


	 	ENTITY:
	 	 
	 	LIFESCIENCE NO.3- INVESTMENT LIMITED PARTNERSHIP
	 	 
	 	By:	 /s/ Yasuyo Kayama
	 	 	Name: Yasuyo Kayama
	 	 	Title: President & CEO


 





	 	ENTITY:
	 	 
	 	KBI BIOPHARMA, INC.
	 	 
	 	By:	 /s/ Davinder Singh
	 	 	Name: Davinder Singh
	 	 	Title: VP – Financing


  



    	 	19	 



     


    




 





	 	ENTITY:
	 	 
	 	IAF, LLC
	 	 
	 	By:	 /s/ David W. Laughlin
	 	 	Name: David W. Laughlin
	 	 	Title: Manager


 





	 	INDIVIDUAL:
	 	 
	 	/s/ John Sorvillo
	 	Name: John Sorvillo








 





	 	ENTITY:
	 	 
	 	CUSTARD & PITTS INVESTMENT CO, LP
	 	 
	 	By:	 /s/ William A. Custard
	 	 	Name: William A. Custard
	 	 	Title: President


  






	 	INDIVIDUAL:



 


	 	/s/ William A. Custard
	 	Name: William A. Custard






 





	 	INDIVIDUAL:



 


	 	/s/ W. Allen Custard III
	 	Name: W. Allen Custard III










 






	 	ENTITY:
	 	 
	 	FREEBIRD PARTNERS, LP



 




	 	By:	/s/
    Curtis Huff
	 	 	Name:
    Curtis Huff
	 	 	Title:
    President



 



    	 	20	 



     


    




 






	 	ENTITY:
	 	 
	 	ELF INVESTMENTS, LLC



 




	 	By:	/s/
    Ross Lienhart
	 	 	Name:
    Ross Leinhart
	 	 	Title:
    Managing Member



  





	 	INDIVIDUAL:



 


	 	/s/
Jeffrey Hackman
	 	Name: Jeffrey Hackman






  





	 	INDIVIDUAL:



 


	 	/s/
    Neal Muni
	 	Name: Neal Muni






  





	 	INDIVIDUAL:



 


	 	/s/
Robert Mahoney
	 	Name: Robert Mahoney






  





	 	INDIVIDUAL:



 


	 	/s/
Michael G. Campbell
	 	Name: Michael G. Campbell






  





	 	INDIVIDUAL:



 


	 	/s/
Barbara Finck
	 	Name: Barbara Finck






  





	 	INDIVIDUAL:



 


	 	/s/
Stuart Randle
	 	Name: Stuart Randle






 






    	 	21	 



     


    




 


	 	ENTITY:
	 	 
	 	STUART A. RANDLE TRUST OF 1998 
	 	 
	 	By:	/s/ Stuart Randle
	 	 	Name: Stuart Randle
	 	 	Title: Trustee
	 	 



  





	 	INDIVIDUAL:
	 	 
	 	/s/ Kevin P. Kavanaugh
	 	Name: Kevin P. Kavanaugh


  


	 	INDIVIDUAL:
	 	 
	 	/s/ Virgil Bryan Lawlis
	 	Name: Virgil Bryan Lawlis


  














	 	INDIVIDUAL:
	 	 
	 	/s/ Edward Sullivan
	 	Name: Edward Sullivan


  


	 	INDIVIDUAL:
	 	 
	 	/s/ John Yee
	 	Name: John Yee


 














	 	INDIVIDUAL:
	 	 
	 	/s/ Roopom Banerjee
	 	Name: Roopom Banerjee


  


	 	INDIVIDUAL:
	 	 
	 	/s/ Kirsten Flowers
	 	Name: Kirsten Flowers


  



    	 	22	 



     


    

 











	 	INDIVIDUAL:
	 	 
	 	/s/ Andrew Jones
	 	Name: Andrew Jones


 























	 	INDIVIDUAL:
	 	 
	 	/s/ Alan Herman
	 	Name: Alan Herman


 





























	 	INDIVIDUAL:
	 	 
	 	/s/ Neil Schauer
	 	Name: Neil Schauer


 


	 	INDIVIDUAL:
	 	 
	 	/s/
    William A. Wexler
	 	Name: William A. Wexler



 


	 	INDIVIDUAL:
	 	 
	 	/s/
Martha Groves
	 	Name: Martha Groves




 


	 	INDIVIDUAL:
	 	 
	 	/s/
Karthik Narasimhan
	 	Name: Karthik Narasimhan




 





	 	ENTITY:
	 	 
	 	THE TROY AND ALLISON THACKER FAMILY TRUST




 


	 	By:	/s/ Troy Thacker
	 	 	Name: Troy Thacker
	 	 	Title: Trustee



 



    	 	23	 



     


    





 


	 	INDIVIDUAL:
	 	 
	 	/s/
Troy Thacker
	 	Name: 




 


	 	ENTITY:
	 	 
	 	RHG HOLDINGS, LLC




 


	 	By:	/s/ Robert Graham
	 	 	Name: Robert Graham
	 	 	Title: Manager






 





	 	INDIVIDUAL:
	 	 
	 	/s/
M. Sharon Webb
	 	Name: Sharon Webb




 





	 	INDIVIDUAL:
	 	 
	 	/s/
Craig Huff
	 	Name: Craig Huff




 


	 	ENTITY:
	 	 
	 	DEEC
    VENTURES LLC,
	 	 
	 	a Nevada limited liability company




 


	 	By:	/s/ Jared Weinstock
	 	 	Name: Jared Weinstock
	 	 	Title: Authorized Signatory



  





	 	INDIVIDUAL:
	 	 
	 	/s/
Nadav Besner
	 	Name: Nadav Besner




  





	 	ENTITY:
	 	 
	 	MARLTON PARTNERS, L.P.,
	 	 
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ James C. Elbaor
	 	 	Name: James C. Elbaor
	 	 	Title: Managing Member


 



    	 	24	 



     


    




  





	 	INDIVIDUAL:
	 	 
	 	/s/ James D. Fielding
	 	Name: James D. Fielding



 





	 	INDIVIDUAL:
	 	 
	 	/s/
Glenn E. Gray
	 	Name: Glenn E. Gray



 





	 	INDIVIDUAL:
	 	 
	 	/s/
Stephen Older
	 	Name: Stephen Older



  





	 	INDIVIDUAL:
	 	 
	 	/s/
William A. Weber
	 	Name: William Weber



  





	 	INDIVIDUAL:
	 	 
	 	/s/
David Thompson
	 	Name: David Thompson



 





	 	INDIVIDUAL:
	 	 
	 	/s/
Daniel C. Schwartz
	 	Name:
Daniel C. Schwartz



 








	 	ENTITY:
	 	 
	 	AIRCAPITAL AVIATION SERVICES,
	 	 
	 	a Florida LLC
	 	 
	 	By:	/s/ Andrew V. L Stella
	 	 	Name: Andrew V. La Stella
	 	 	Title: Managing Partner


 






    	 	25	 



     


    




 





	 	INDIVIDUAL:
	 	 
	 	/s/
Julio DePietro
	 	Name:
Julio DePietro



 








	 	ENTITY:
	 	 
	 	ROYSTONE CAPITAL MASTER FUND LTD.,
	 	 
	 	a Cayman Islands Corporation
	 	 
	 	By:	/s/ Laura Roche
	 	 	Name: Laura Roche
	 	 	Title:  COO/CFO Roystone Capital Management LP, its Investment Manager


  






	 	INDIVIDUAL:



 


	 	/s/ Peter F. Concilio
	 	Name: Peter F. Concilio






 


	 	INDIVIDUAL:



 


	 	/s/ Douglas Anderson
	 	Name: Douglas Anderson






  





	 	INDIVIDUAL:



 


	 	/s/ Amir Rozwadowski
	 	Name: Amir Rozwadowski






  





	 	INDIVIDUAL:



 


	 	/s/ Philip Russo
	 	Name: Philip Russo






 









	 	ENTITY:
	 	 
	 	HAMMOCK PARK CAPITAL LLC,



 




	 	a Limited Liability Company



 


	 	By:	/s/
    David W. Neithardt 
	 	 	Name:
    David W. Neithardt
	 	 	Title:
    Managing Member






 






    	 	26	 



     


    

  






	 	ENTITY:
	 	 
	 	OTR FOUNDERS LLC,



 




	 	a Delaware Limited Liability Company



 


	 	By:	/s/
    Xavier Fernandez
	 	 	Name:
    Xavier Fernandez
	 	 	Title:
    Managing Member









 






	 	ENTITY:
	 	 
	 	AERO
    INVESTMENT INC.,



 


	 	By:	/s/
    Mayur Gadhia
	 	 	Name:
    Mayur Gadhia
	 	 	Title:
    Director









 






	 	ENTITY:
	 	 
	 	PURCHASE
    CAPITAL LLC,



 


	 	a Delaware Limited Liability Company



 


	 	By:	/s/
    Nicholas Singer
	 	 	Name:
    Nicholas Singer
	 	 	Title:
    Managing Member









 


 



    	 	27	 



     


    







 


SCHEDULE A


 


Sponsor Equityholders


 


None.


 






    28


     


    

 


SCHEDULE B


 


All Comera Equityholders


 


[To include all holders of Comera equity securities at Closing]


 






    29


     


    

 


SCHEDULE C


 





Eligible Comera Equityholders


 


Phoenix Venture Partners LP


The Soane Family Trust


James Sherblom


 


[Also to include (i) all Comera Equityholders
that receive Company Common Stock in the Business Combination and are subject to the transfer restrictions in Rule 145 of the Securities
Act because they were an Affiliate of Comera prior to the Closing and (ii) all Comera Equityholders that receive Company Common
Stock in the Business Combination and are subject to Rule 144 of the Securities Act because they are Affiliates of the Company immediately
following the Closing. “Affiliates” shall mean executive officers, directors and greater than 5% equityholders.]


 






    30