Exhibit 10.14
May 19, 2022
OTR Acquisition Sponsor LLC
1395 Brickell Avenue, Suite 800
Miami, FL 33131
Attention: Nicholas Singer
Email: ns@purchasecap.com
Re: Board Observer Right
Ladies and Gentlemen:
This letter agreement (this “Letter Agreement”) will confirm our agreement that OTR Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), shall be entitled to the following contractual board observer rights. Capitalized terms used but not defined in this Letter Agreement have the meanings given to such terms in the Business Combination Agreement, dated as of January 31, 2022, by and among OTR Acquisition Corp., a Delaware corporation, Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”), CLS Sub Merger 1 Corp., a Delaware corporation, CLS Sub Merger 2 Corp., a Delaware corporation, and Comera Life Sciences, Inc., a Delaware corporation.
if to Sponsor:
OTR Sponsor Acquisition LLC |
1395 Brickell Avenue, Suite 800 |
Miami, FL 33131 |
Attention: Nicholas Singer |
Email: ns@purchasecap.com |
with a copy to: | |
| |
Greenberg Traurig, P.A. | |
333 SE 2nd Avenue | |
Suite 4400 | |
Miami, FL 33131 | |
Attention: | Alan I. Annex, Esq. |
| Kenneth A. Gerasimovich, Esq. |
| Daniella Silberstein, Esq. |
Email: | annexa@gtlaw.com |
| gerasimovichk@gtlaw.com |
| silbersteind@gtlaw.com |
if to Holdco: |
|
Comera Life Sciences, Inc. |
12 Gill Street, Suite 4650 |
Woburn, MA 01801 |
Attn: Jeffrey Hackman |
Email: jhackman@reformbiologics.com |
with a copy to: |
|
Loeb & Loeb LLP |
345 Park Avenue |
New York, NY 10154 |
Attention: Mitchell S. Nussbaum, Esq. |
Email: mnussbaum@loeb.com |
7. Miscellaneous. This Letter Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of the other party. Any attempted assignment in violation of this Section 7 shall be null and void. Each party hereby agrees that its respective covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Letter Agreement, and this Letter Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce any provision of this Letter Agreement, except that the Observer shall be a third-party beneficiary with respect to, and entitled to enforce, Section 3. This Letter Agreement may be executed in any number of counterparts (including by facsimile or electronic signature), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
Please indicate your acceptance of the terms of this Letter Agreement by returning to Holdco executed counterparts hereof.
Very truly yours, | ||
|
|
|
COMERA LIFE SCIENCES HOLDINGS, INC. | ||
|
| |
/s/ Jeffrey Hackman | ||
Name: Jeffrey Hackman | ||
Title: Chief Executive Officer |
[Signature Page to Board Observer Rights Letter Agreement]
ACCEPTED AND AGREED as of the date first written above:
OTR ACQUISITION SPONSOR LLC
/s/ Nicholas J. Singer |
Name: Nicholas J. Singer Title: Managing Member |
[Signature Page to Board Observer Rights Letter Agreement]