OCEA · Ocean Biomedical, Inc. · Insider Trading

Pursuant to a Master Loan Agreement (the "Agreement") entered into by Poseidon Bio, LLC ("Poseidon") and a third party lender (the "Lender"), on October 2, 2023, Poseidon delivered the Lender 500,000 shares of common stock, par value $0.0001 (the "Shares"), of Ocean Biomedical, Inc. (the "Issuer"), initially valued at $2,050,000 (the "Initial Value"). In connection with the transaction, the Lender is making a three-year, non-recourse loan to Poseidon of $777,500 (the "Loan"), equal to the Loan's gross proceeds of $820,000 (the "Gross Proceeds") less Loan fees. The Shares are not Loan collateral, as the Lender has the absolute right, title, and interest in and to the Shares, including the right to sell, transfer, encumber except for short selling, and vote the Shares. Despite the parties' intention for the Lender to transfer the Shares to Poseidon after the Loan is repaid (see footnote 2), the Lender may be deemed to beneficially own the Shares during the Loan term.

On the maturity date of the Loan, which is expected to be on or about September 28, 2026 (the "Maturity Date"), Poseidon must pay the Lender (i) the Gross Proceeds, (ii) all unpaid accrued interest on the Loan, (iii) 100% of the excess, if any, of the value of the Shares at the Maturity Date over 125% of the Initial Value, and (iv) any other amounts that Poseidon owes the Lender under the Agreement (collectively, the "Repayment Amount"). Within five business days of Poseidon's payment of the Repayment Amount, the Lender must transfer the Shares to Poseidon, subject to the Lender's right to withhold and set off against the Shares any sums owed to the Lender by Poseidon under the Agreement.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), as a Managing Director of Poseidon. Dr. Kathuria is also the Executive Chairman and a director of the Issuer. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Represents the transfer of 1,050,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Ocean Biomedical, Inc. (the "Issuer") from Aesther Healthcare Sponsor, LLC (the "Sponsor") to NPIC Limited (the "Lender") on March 22, 2023 pursuant to that certain Loan Modification Agreement, dated March 22, 2023, between the Sponsor, the Issuer, and the Lender, as consideration for the Lender's agreement to extend the maturity date of the Sponsor's repayment of a $1,050,000 loan.

These shares of Common Stock are owned directly by the Sponsor. Suren Ajjarapu ("Mr. Ajjarapu") is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Simultaneously with the closing of the AHAC's initial public offering on September 17, 2021, the Sponsor purchased 5,411,000 warrants (the "Private Placement Warrants") from AHAC in a private placement at a price of $1.00 per warrant, pursuant to the terms of the Private Placement Warrants Purchase Agreement between AHAC and the Sponsor dated September 14, 2021 (the "Private Placement Agreement"). Upon the Reclassification that was effected in connection with the Closing of the Business Combination, each share of Class A Common Stock underlying the Private Placement Warrants was reclassified into a share of the Issuer's Common Stock.

According to the original terms of the Private Placement Agreement, each Private Placement Warrant was exercisable to purchase one share of the Issuer's Class A Common Stock at an exercise price of $11.50 per share. The terms of the Private Placement Warrant were set forth in the Warrant Agreement, dated September 14, 2021, between AHAC and Continental Stock Transfer & Trust Company, LLC (the "Warrant Agreement"). The Private Placement Warrants become exercisable 30 days after the Closing of the Business Combination.

On February 28, 2023, in accordance with the Instruction Letter, the Sponsor instructed its transfer agent to distribute these Private Placement Warrants to the Reporting Person.

The Private Placement Warrants expire on the earlier to occur of (i) February 14, 2028, the date that is five years after the Closing of the Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (as defined in the Warrant Agreement), and (iii) the liquidation of the Trust Account (as defined in the Warrant Agreement).

This Form 4/A is being filed jointly by Aesther Healthcare Sponsor, LLC (the "Sponsor") and Suren Ajjarapu ("Mr. Ajjarapu") to amend the previous Form 4 filed by the Sponsor and Mr. Ajjarapu on March 2, 2023 (the "Prior Form 4"). The purpose of this Form 4/A is to: (i) report a previously omitted acquisition of common stock, par value $0.0001 per share (the "Common Stock"), of Ocean Biomedical, Inc. (the "Issuer") by Sansur Associates, LLC ("Sansur"), which Mr. Ajjarapu may be deemed to have an indirect beneficial interest in; (ii) correct the footnote disclosures related to the trustees of the Surendra Ajjarapu Revocable Trust of 2007 (the "Surendra Trust") and the Sandhya Ajjarapu Revocable Trust of 2007 (the "Sandhya Trust"); and (iii) report that, following the Distribution (defined in footnote 2 below), the Sponsor no longer holds more than 10% of any class of the Issuer's securities.

As disclosed in the Prior Form 4, on February 28, 2023, the Sponsor made a distribution for no consideration of 2,625,000 shares of Common Stock to certain of its members (the "Distribution"), including the Surendra Trust and the Sandhya Trust. This Form 4/A is being filed to report that as part of the Distribution, the Sponsor also distributed 21,252 shares to Sansur Associates, LLC ("Sansur"), of which Mr. Ajjarapu is the manager. The 21,252 shares of Common Stock distributed to Sansur and Mr. Ajjarapu's indirect beneficial interest therein were inadvertently omitted from the Prior Form 4.

These shares of Common Stock are owned directly by Sansur. As manager of Sansur, Mr. Ajjarapu may be deemed to be the indirect beneficial owner of the securities held by Sansur. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

In connection with the closing on February 14, 2023 (the "Closing") of the business combination (the "Business Combination") between Aesther Healthcare Acquisition Corp. ("AHAC") and Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), pursuant to that certain Agreement and Plan of Merger, dated August 31, 2022 and amended on December 5, 2022, between AHAC, Aesther Healthcare Sponsor, LLC (the "Sponsor"), AHAC Merger Sub, Inc. ("Merger Sub"), Legacy Ocean, and Dr. Chirinjeev Kathuria, AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer").

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each share of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001 (the "Common Stock").

These shares were originally among the 2,625,000 shares of AHAC's Class B Common Stock, par value $0.0001 per share (the "Class B Founder Shares"), that the Sponsor owned prior to the Business Combination. In connection with the Closing of the Business Combination, the Class B Founder Shares automatically converted into shares of the Issuer's Class A Common Stock on a one-for-one basis, and the Class A Common Stock was then reclassified on a one-for-one basis into Common Stock in accordance with the Reclassification.

In accordance with an instruction letter to the Sponsor's transfer agent (the "Instruction Letter"), the Sponsor instructed the transfer agent to transfer 2,625,000 shares of Common Stock to certain of the Sponsor's members for no consideration (such transaction, the "Transfer"). As part of the Transfer, the Reporting Person acquired 80,000 shares of Common Stock from the Sponsor.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

Represents a right to purchase 75,000 shares of the Issuer's common stock, par value $0.0001 per share (collectively, the "Option Shares"), upon the exercise of a ten-year option granted to Mr. Ajjarapu as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to Mr. Ajjarapu remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

These securities are owned directly by Mr. Ajjarapu, a director of the Issuer.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

Represents a right to purchase 75,000 shares of the common stock, par value $0.0001 per share (collectively, the "Option Shares"), of Ocean Biomedical, Inc. (the "Issuer") upon the exercise of a ten-year option granted to the Reporting Person as a non-employee director of the Issuer on February 15, 2023 under the Issuer's 2022 Stock Option and Incentive Plan. This option becomes exercisable in 36 monthly installments beginning on March 15, 2023, with 2,083 Option Shares becoming exercisable on each of the first 35 installments and the remaining 2,095 Option Shares becoming exercisable on the final installment, subject to the Reporting Person remaining in service as a member of the Issuer's board of directors on each installment date. This option is exercisable at an exercise price per Option Share equal to the greater of (i) $10, or (ii) the closing trading price of the Issuer's common stock on February 15, 2023, which was $6.06.

As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment").

On the Closing Date of the Merger, Poseidon received the Earnout Right to acquire its Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Poseidon to receive up to 18,582,930 Earnout Shares, (i) 4,890,245 of which will be issued in connection with the First Earnout Share Payment, (ii) 6,846,343 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 6,846,343 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Poseidon's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Dr. Kathuria.

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Dr. Kathuria.

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement.

Represents shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Issuer Class A Common Shares"), acquired by Dr. Chirinjeev Kathuria ("Dr. Kathuria"), the Founder, Executive Chairman, and a director of the Issuer, as consideration for Dr. Kathuria's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date.

These securities are owned directly by Dr. Kathuria.

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Dr. Kathuria.

Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of the Sponsor was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Dr. Kathuria.

The Sponsor owned 2,625,000 shares of Class B Common Stock, par value $0.0001 per share, of AHAC (the "Class B Founder Shares") prior to the Merger. In connection with the closing of the Business Combination (the "Closing"), the Class B Founder Shares automatically converted into Issuer Class A Common Shares on a one-for-one basis on the Closing Date. The Class A Common Stock has no expiration date.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement.

Represents Issuer Class A Common Shares acquired by Poseidon Bio, LLC ("Poseidon"), as consideration for Poseidon's shares of Legacy Ocean common stock, which AHAC acquired in the Merger on the Closing Date.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of the Sponsor was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Business Combination Agreement, as additional consideration for the Merger, the former stockholders of Legacy Ocean (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive additional Issuer Class A Common Shares (the "Earnout Shares"), distributed in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary of the Closing Date (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, (ii) $17.50 per share, and (iii) $20.00 per share.

In addition to the Pre-Merger Stockholders' Earnout Right to receive up to three Earnout Share Payments if the Issuer's VWAP equals or exceeds the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period, the Business Combination Agreement grants the Sponsor an Earnout Right to receive an additional 1,000,000 Issuer Class A Common Shares for each Earnout Share Payment issued to the Pre-Merger Stockholders. Accordingly, the Sponsor is entitled to receive up to 3,000,000 Earnout Shares, 1,000,000 of which will be issued in connection with each of the three Earnout Share Payments. The Sponsor's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

The Sponsor owned 2,625,000 shares of Class B Common Stock, par value $0.0001 per share, of AHAC (the "Class B Founder Shares") prior to the Merger. In connection with the closing of the Business Combination (the "Closing"), the Class B Founder Shares automatically converted into Issuer Class A Common Shares on a one-for-one basis on the Closing Date. The Class A Common Stock has no expiration date.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

As additional Merger consideration, the former Legacy Ocean stockholders (the "Pre-Merger Stockholders") have the contingent right (the "Earnout Right") to receive up to an aggregate maximum of 19,000,000 shares of the Issuer's common stock (the "Earnout Shares"), issued in three Earnout Share Payments, if, for 20 out of any 30 consecutive trading days during the period from the Closing Date until the 36-month anniversary thereof (the "Earnout Period"), the Issuer's VWAP equals or exceeds: (i) $15.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 5,000,000 Earnout Shares (the "First Earnout Share Payment"); (ii) $17.50 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Second Earnout Share Payment"); and (iii) $20.00 per share, in which case each Pre-Merger Stockholder will be issued its Pro Rata Share of 7,000,000 Earnout Shares (the "Third Earnout Share Payment").

On the Closing Date of the Merger, Dr. Kathuria received the Earnout Right to acquire his Pro Rata Share of the aggregate maximum of 19,000,000 Earnout Shares issuable on a contingent basis to the Pre-Merger Stockholders under the Business Combination Agreement, which entitles Dr. Kathuria to receive up to 371,656 Earnout Shares, (i) 97,804 of which will be issued in connection with the First Earnout Share Payment, (ii) 136,926 of which will be issued in connection with the Second Earnout Share Payment, and (iii) 136,926 of which will be issued in connection with the Third Earnout Share Payment, with each Earnout Share Payment contingent on the Issuer's VWAP equaling or exceeding the required Share Price Target for 20 out of any 30 consecutive trading days during the Earnout Period. Dr. Kathuria's right to receive Earnout Shares pursuant to the Earnout Right granted in the Business Combination Agreement became fixed and irrevocable on the Closing Date of the Merger.

These securities are owned directly by Dr. Kathuria.

An Agreement and Plan of Merger was entered into on August 31, 2022 and amended on December 5, 2022 (as amended, the "Business Combination Agreement"; such transactions contemplated thereby, collectively, the "Business Combination") between Ocean Biomedical Holdings, Inc., formerly known as Ocean Biomedical, Inc. ("Legacy Ocean"), Aesther Healthcare Acquisition Corp. ("AHAC"), AHAC Merger Sub, Inc. ("Merger Sub"), and certain other parties thereto. In accordance with the Business Combination Agreement, on February 14, 2023 (the "Closing Date"), (i) Merger Sub merged with and into Legacy Ocean (such transaction, the "Merger"), (ii) Legacy Ocean continued as the surviving entity of the Merger and a wholly-owned subsidiary of AHAC, and (iii) AHAC changed its name to Ocean Biomedical, Inc. (such post-Business Combination entity, the "Issuer"). Capitalized terms that are used but not defined in this Form 4 have the meanings given to them in the Business Combination Agreement.

Represents shares of the Issuer's Class A Common Stock, par value $0.0001 per share ("Issuer Class A Common Shares"), issued to Aesther Healthcare Sponsor, LLC (the "Sponsor") as consideration for the Sponsor exercising two three-month extensions of a loan to AHAC, pursuant to which AHAC was originally required to complete an initial business combination by September 16, 2022.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Reclassification that was effected in connection with the Closing of the Business Combination, each Issuer Class A Common Share underlying the Earnout Rights of Dr. Kathuria and Poseidon were reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by Poseidon, a 10% owner of the Issuer, and indirectly by Dr. Kathuria, as a Managing Director of Poseidon. Dr. Kathuria disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the Closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each Issuer Class A Common Share was reclassified on a one-for-one basis into a share of the Issuer's common stock, par value $0.0001.

These securities are owned directly by the Sponsor. Suren Ajjarapu, a director of the Issuer, is the managing member of the Sponsor and therefore may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

This Form 4 reflects the automatic surrender to the issuer of 250,000 shares of the issuer's Class B common stock, par value $0.0001 per share ("Class B Shares"), for no consideration by Aesther Healthcare Sponsor, LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

As described in the issuer's registration statement on Form S-1 (File No. 333-258012) under the heading "Description of Securities-Founder Shares", the Class B Shares will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

Suren Ajjarapu is the managing member of the Sponsor and Chief Executive Officer of the Issuer. As such, Mr. Ajjarapu may be deemed to have beneficial ownership of such shares. Mr. Ajjarapu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

This Form 4 reflects the automatic surrender to the issuer of 250,000 shares of the issuer's Class B common stock, par value $0.0001 per share ("Class B Shares"), for no consideration by Aesther Healthcare Sponsor, LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

As described in the issuer's registration statement on Form S-1 (File No. 333-258012) under the heading "Description of Securities-Founder Shares", the Class B Shares will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

The securities reported herein are held directly by the Sponsor. Suren Ajjarapu is the managing member of the Sponsor and Chief Executive Officer of the Issuer. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. Mr. Ajjarapu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.