Exhibit 10.1


 


Exhibit A


 


FORM OF VOTING AGREEMENT


 


This VOTING AGREEMENT, dated
as of August 10, 2022 (this “Agreement”), by and among OceanTech Acquisitions I Corp., a Delaware corporation
(the “Purchaser”), Captura Biopharma, Inc., a Delaware corporation (the “Company”),
and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company
Stockholder” and, collectively, the “Company Stockholders”).


 


WHEREAS,
simultaneously herewith, the Purchaser, OceanTech Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser
(“Merger Sub”), OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company, in the capacity
as the Purchaser Representative thereunder, and Michael Geranen, an individual, in the capacity as the Seller Representative thereunder,
have entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger
Agreement”), a copy of which has been made available to each Company Stockholder, pursuant to which the parties thereto
intend to effect the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the “Merger”);


 


WHEREAS,
as of the date hereof, each Company Stockholder owns of record the number of equity securities of the Company as set forth opposite such
Company Stockholder’s name on Exhibit A hereto (all such securities and any underlying securities of the Company
of which ownership of record or the power to vote is hereafter acquired by the Company Stockholders prior to the termination of this Agreement
being referred to herein as the “Securities”); and


 


WHEREAS,
in order to induce the Purchaser, Merger Sub, and the Company to enter into the Merger Agreement, the Company Stockholders are executing
and delivering this Agreement to the Purchaser and the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to
be legally bound hereby, each of the Company Stockholders (severally and not jointly), the Purchaser and the Company hereby agrees as
follows:


 


1.            Agreement
to Vote. Each Company Stockholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and
agrees to execute such documents and certificates evidencing such agreement as the Purchaser may reasonably request in connection therewith),
if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at any meeting of the members of the Company,
and in any action by written consent of the members of the Company, all of such Company Stockholder’s Securities (a) in favor
of the approval and adoption of the Merger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in
favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered
and voted upon by the stockholders of the Company, (c) in favor of the approval and adoption of the Incentive Plan (as defined in
the Merger Agreement and (d) against (A) any Acquisition Proposal relating to an Alternative Transaction with respect to the
Company and any and all other (x) proposals that could reasonably be expected to in any material respect delay or impair the ability
of the Company to consummate the Merger Agreement or any of the transactions contemplated by the Merger Agreement, or (y) which are
in competition with or materially inconsistent with the Merger Agreement or the Ancillary Documents, and (B) any and all other action,
agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal that would result in a
breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that
would reasonably be expected to result in the failure of the transactions contemplated by the Merger Agreement from being consummated.
Each Company Stockholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes of this Agreement, “Approval
Condition” shall mean that the Merger Agreement shall not have been amended or modified to change the Merger Consideration
payable under the Merger Agreement to the Company Stockholders.


 






     


     


    

 


2.            Transfer
of Securities.


 


(a)            Except as may be required
by or permitted in the Merger Agreement, each Company Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly,
(a) sell, offer to sell, pledge, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber
any of the Securities or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement), (b) deposit
any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect
thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect
to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Securities
(unless the transferee agrees to be bound by this Agreement), or (d) take any action that would have the effect of preventing or
disabling the Company Stockholder from performing its obligations hereunder;


 


(b)            the Company Stockholder
agrees, with respect to all Securities, except as contemplated by the Merger Agreement or the Ancillary Documents, not to make, or in
any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are
used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect
to the voting of, any shares of the Purchaser capital stock in connection with any vote or other action with respect to the transactions
contemplated by the Merger Agreement, other than to recommend that the stockholders of the Company vote in favor of adoption of the Merger
Agreement and the transactions contemplated by the Merger Agreement and any other proposal the approval of which is a condition to the
obligations of the parties under the Merger Agreement; and


 


(c)            the Company Stockholder
agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to
the Merger Agreement and the Ancillary Documents, including pursuant to the DGCL.


 


3.            Representations
and Warranties. Each Company Stockholder, severally and not jointly, represents and warrants for and on behalf of itself to the Purchaser
as follows:


 


(a)            The
execution, delivery and performance by such Company Stockholder of this Agreement and the consummation by such Company Stockholder of
the transactions contemplated hereby do not and will not (i) conflict with or violate any Law or other Order applicable to such Company
Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any
person or entity, (iii) result in the creation of any Lien on any Securities (other than pursuant to this Agreement, the Merger Agreement
or transfer restrictions under applicable securities laws or the Organizational Documents of the Company or such Company Stockholder)
or (iv) conflict with or result in a breach of or constitute a default under any provision of such Company Stockholder’s Organizational
Documents.


 






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(b)            Such
Company Stockholder owns of record and has good, valid and marketable title to the Securities set forth opposite the Company Stockholder’s
name on Exhibit A hereto, free and clear of any Lien (other than pursuant to this Agreement or transfer restrictions
under applicable securities Laws or the Organizational Documents of such Company Stockholder) and has the sole power (as currently in
effect) to vote and the full right, power and authority to sell, transfer and deliver such Securities, and such Company Stockholder does
not own, directly or indirectly, any other Securities.


 


(c)            Such
Company Stockholder has the power, authority and capacity to execute, deliver and perform this Agreement, and that this Agreement has
been duly authorized, executed and delivered by such Company Stockholder. The Company Stockholder understands and acknowledges that the
Purchaser is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by the Company Stockholder.


 


4.            Termination.
This Agreement and the obligations of the Company Stockholders under this Agreement shall automatically terminate upon the earliest of
(a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; or (c) the mutual agreement
of the Purchaser and the Company. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities
under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach
of this Agreement occurring prior to such termination of this Agreement.


 


5.            Miscellaneous.


 


(a)            Except
as otherwise provided herein, in the Merger Agreement or in any Ancillary Document, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the
transactions contemplated hereby are consummated.


 


(b)            All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by telecopy or e-mail, or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in
a notice given in accordance with this Section 5(b)):


 






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If to Purchaser, to:


 


OceanTech Acquisitions I Corp.


515 Madison Avenue, 8th Floor Suite 8133


New York, New York 10022


Attn: Joseph Adir


Telephone No.: _____________________


E-mail:
ja@oceantechspac.com


 


with a copy to:


 


Nelson Mullins Riley & Scarborough LLP


101 Constitution Ave NW, Suite 900


Washington, DC 20001


Attention: Andy Tucker


Telephone: (202) 689-2987


E-mail: andy.tucker@nelsonmullins.com


 


If to the Company, to:


 


Captura Biopharma, Inc.


15300 Kanis Road


Little Rock, Arkansas 72223


Attn: Michael Geranen, CEO


E-mail: michael@capturabiopharma.com


 


with a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


Attn: Barry I. Grossman, Esq.


Telephone No.: (212) 370-1300


E-mail: bigrossman@egsllp.com


 


If to a Company Stockholder, to the address set forth for
such Company Stockholder on the signature page hereof.


 


(c)            If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 






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(d)            This
Agreement, the Merger Agreement and the Ancillary Documents constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation
of law or otherwise) without the prior written consent of the parties, and any attempt to do so without such consent shall be void ab
initio.


 


(e)            This
Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement. No Company Stockholder shall be liable for the breach of this Agreement by any other Company Stockholder.


 


(f)            All
rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
The parties hereto agree that irreparable damage may occur in the event any provision of this Agreement is not performed in accordance
with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other
remedy at law or in equity. Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance or
other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate
remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking
an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with, this Agreement, when expressly
available pursuant to the terms of this Agreement, shall not be required to provide any bond or other security in connection with any
such Order.


 


(g)            This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in
and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (each an “Action”,
and, collectively, “Actions”), arising out of or relating to this Agreement shall be heard and determined exclusively
in any federal or state court having jurisdiction within the State of Delaware. The parties hereto hereby (i) submit to the exclusive
jurisdiction of federal or state courts within the State of Delaware for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise,
in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper,
or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.


 


(h)            This
Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 






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(i)            Without
further consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered
such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the
transactions contemplated by this Agreement.


 


(j)            This
Agreement shall not be effective or binding upon any Company Stockholder until such time as the Merger Agreement is executed by each of
the parties thereto.


 


(k)            If,
and as often as, there are any changes in the Company or the Company Stockholder’s Securities by way of equity split, dividend,
combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any
other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges,
duties and obligations hereunder shall continue with respect to the Company Stockholder and its Securities as so changed.


 


(l)            Each
of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect
to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have
been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual
waivers and certifications in this Paragraph (l).


 


(m)            This
Agreement may be amended or modified only with the written consent of each party to this Agreement. The observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written
consent of the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder
shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


(n)            No
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other parties. Any purported assignment in violation of this Section 6(n) shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned
and their respective successors and permitted assigns.


 


(o)            Each
party to this Agreement will pay its own costs and expenses (including legal, accounting and other fees) relating to the negotiation,
execution, delivery and performance of this Agreement.


 


(p)            Nothing
contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto.
No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. Without in any way
limiting the rights or obligations of any party hereto under this Agreement, prior to the Effective Time, (i) no party shall have
the power by virtue of this Agreement to control the activities and operations of any other and (ii) no party shall have any power
or authority by virtue of this Agreement to bind or commit any other party. No party shall hold itself out as having any authority or
relationship in contravention of this Section 6(p).


 






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(q)            The
headings and subheadings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed
in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,”
and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not
to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”.
The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


[Signatures appear on next page]


 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


 


	 	OCEANTECH ACQUISITIONS I CORP.
	 	 
	 	 
	 	By:	/s/ Joseph Adir
	 	Name: Joseph Adir
	 	Title: Chief Executive Officer


 


[Signature Page to Voting Agreement]


 






    


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


 


	 	CAPTURA
    BIOPHARMA, INC.
	 	 
	 	 
	 	By:	/s/ Michael Geranen
	 	Name:
    Michael Geranen
	 	Title:
    Chief Executive Officer


 


[Signature Page to Voting Agreement]


 






    


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	COMPANY STOCKHOLDERS
	 	 
	 	 
	 	 
	 	[NAME]
	 	 
	 	 
	 	Address:
	 	 
	 	 




 


[Signature Page to Voting Agreement]


 






    


     


    

 


EXHIBIT A


 


THE COMPANY STOCKHOLDERS


 


Captura BioPharma, Inc Cap Table 


 


Actual Issued Shares




 


	Names of Shareholders	 	Percentage	 	 	Shares	 
	Hendren Family Limited Partnership, LLLP	 	 	8.97	%	 	 	5,177	 
	Pete Paganussi	 	 	1.70	%	 	 	2,069	 
	David Olive	 	 	1.70	%	 	 	2,069	 
	Gary Barnette	 	 	5.00	%	 	 	4,138	 
	Mayur Doshi	 	 	9.80	%	 	 	2,500	 
	Larry Minogue	 	 	0.07	%	 	 	88	 
	Elder Granger	 	 	0.09	%	 	 	115	 
	Wayne Danson	 	 	0.09	%	 	 	115	 
	Atlantic Pharmaceuticals	 	 	36.97	%	 	 	44,885	 
	Mgear Devcorp, Inc.	 	 	26.89	%	 	 	32,648	 
	2015 Dolin Family Trust	 	 	0.46	%	 	 	554	 
	Bouchard et Cie SA	 	 	8.24	%	 	 	10,007	 
	Total Outstanding	 	 	100.00	%	 	 	121,417	 




 


Note: Assumes no exercise of Options, Warrants, or Convertible Notes