Exhibit 10.32
AMENDMENT NO. 5 TO THE COMMON
STOCK PURCHASE AGREEMENT
This Amendment No. 5 (this “Amendment”) to that certain Common Stock Purchase Agreement, dated as of June 23, 2021 (as amended and as may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Ocean Biomedical, Inc., a Delaware corporation (the “Company”) and The Regents of the University of California, as Trustee of the University of California Retirement Plan (the “Purchaser”), is made and entered into as of October 15, 2021, by and among the Company and the Purchaser. Terms used herein but not otherwise defined shall have the meanings as set forth in the Purchase Agreement.
WHEREAS, the Company and the Purchaser have entered into the Purchase Agreement for the purchase and sale of the Common Stock of the Company;
WHEREAS, on July 9, 2021, the Company and the Purchaser have previously entered into that certain Amendment No. 1 to the Purchase Agreement to extend the termination date under the Purchase Agreement;
WHEREAS, on July 29, 2021, the Company and the Purchaser have previously entered into that certain Amendment No. 2 to the Purchase Agreement to extend the termination date under the Purchase Agreement;
WHEREAS, on August 9, 2021, the Company and the Purchaser have previously entered into that certain Amendment No. 3 to the Purchase Agreement to further revise the Purchase Agreement;
WHEREAS, on August 25, 2021, the Company and the Purchaser have previously entered into that certain Amendment No. 4 to the Purchase Agreement to extend the Purchase Agreement;
WHEREAS, the Company and the Purchaser mutually wish to further amend the Purchase Agreement to further extend the termination date under the Purchase Agreement; and
WHEREAS, pursuant to Section 6.5 of the Purchase Agreement, the Purchase Agreement may be amended in a writing executed by an authorized representative of each of the Company and the Purchaser.
NOW, THEREFORE BE IT RESOLVED, in consideration of the foregoing recitals and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | AMENDMENT OF PURCHASE AGREEMENT. |
1.1 Amendment of Section 6.2. Pursuant to Section 6.5 of the Purchase Agreement,
Section 6.2 of the Purchase Agreement is hereby amended and restated to read in its entirety as follows:
“Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) the written consent of the Company and Purchaser, (ii) the withdrawal by the Company of the Registration Statement, (iii) following the execution of the Underwriting Agreement, the termination of such Underwriting Agreement in accordance with its terms, or (iv) the Registration Statement shall not have been declared effective by the Commission by 11:59 P.M. (Eastern Time) on December 31, 2021.”
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