Ocean Biomedical, Inc. executed a non-binding letter of intent to acquire Aesther Healthcare Acquisition Corp. (NasdaqGM : AEHA) from a group of shareholders in a reverse merger transaction for approximately $430 million on August 17, 2022. Ocean Biomedical, Inc. entered into an Agreement and plan of merger to acquire Aesther Healthcare Acquisition Corp. from a group of shareholders in a reverse merger transaction on August 30, 2022. Pro forma enterprise value of the combined company is expected to be approximately $345 million. In addition to $240 million, Ocean Biomedical's securities shall also be entitled to receive from Aesther, in the aggregate, an additional 19,000,000 shares of Aesther Class A common stock in the event that the VWAP of Aesther's Class A common stock, collectively, exceeds (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 5,000,000 shares of Aesther Class A common stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of Aesther Class A common stock and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Ocean Biomedical securities shall be entitled to receive an additional 7,000,000 shares of Aesther Class A common stock.As of October 5, 2022, Aesther has entered into two separate Backstop Agreements for a total of up to $80 million, with the addition of up to $40 million from Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP in connection with its proposed business combination. Upon closing of the merger transaction, Ocean Biomedical will be a wholly owned subsidiary of Aesther and Aesther will change its name to Ocean Biomedical, Inc. and its common stock and warrants are expected to be listed on Nasdaq, under the symbols “OCEA” and “OCEAW,” respectively. Pursuant to the Merger Agreement, with Ocean Biomedical surviving the Share Exchange as a wholly-owned subsidiary of Aesther. Following the closing of the proposed Transaction, Chirinjeev Kathuria will serve as the Chairman of the Board of Directors. The Board will consist of nine members, including Kathuria, Suren Ajjarapu, Chairman and Chief Executive Officer of Aesther and Michael Peterson, a current member of the Aesther Board of Directors. The executive team will be led by Elizabeth Ng as Chief Executive Officer and will include Jack A. Elias as Co-founder and Chair of Scientific Advisory Board, Jake Kurtis as Co-founder, Scientific Advisory Board, Gurinder Kalra as Chief Financial Officer, Inderjote Kathuria as Chief Strategy Officer, Daniel Behr as EVP of Academic Partnerships, and Robert Sweeney as Chief Accounting Officer.

The transaction is subject to, among other things, the approval by Aesther stockholders, governmental, regulatory and third party approvals, satisfaction of minimum closing net tangible asset of at least $5,000,001, Ocean Biomedical shareholder approval, Antitrust Laws shall have expired or been terminated, Registration Statement shall have been declared effective by the SEC, Ocean Biomedical Common Stock to be issued in connection with this Agreement shall have been approved for listing on Nasdaq, Ocean Biomedical shall have received written resignations, effective as of the Closing, of each of the directors and officers of Aesther, Ocean Biomedical shall have received a Lock-Up Agreement for each Significant Aesther Holder and cash requirements and the satisfaction or waiver of other customary closing conditions. The proposed Transaction was unanimously approved by the boards of directors of all parties. As of September 12, 2022, the Board of Directors of Aesther has approved an extension of the period of time available to Aesther to consummate a business combination from September 16, 2022 to December 16, 2022. On December 5, 2022, the merger parties entered into an amendment to the merger agreement the amendment changes the number of shares of Aesther Common Stock Sponsor is entitled to receive for each dollar Sponsor deposits into the Trust Account to obtain the first and second extensions of time by which Aesther needs to consummate the merger. Pursuant to the amendment, Sponsor is entitled to 0.25 additional shares for each dollar deposited into the Trust Account to fund the first extension and 1.05 additional shares for each dollar deposited into the Trust Account to fund the second extension. Pursuant to the amendment, the Post-Closing Aesther Board will consist of eleven (11) individuals (two of which are appointed by Aesther; eight of which are appointed by Ocean Biomedical prior to the Closing; and one of which will be mutually designated by Aesther and Ocean Biomedical) The proposed transaction is expected to be completed in Q4 2022. As of December 16, 2022, Aesther has paid, and that Continental Stock Transfer & Trust Company has received, $1,050,000 from Aesther representing the sum needing to be paid by Aesther to extend the date on which Aesther must consummate its initial business combination from December 16, 2022 to March 16, 2023. As per filing on January 24, 2023, the transaction is expected to close on February 7, 2023. As per filing on February 8, 2023, the transaction is expected to close on February 10, 2023. The special meeting of stockholders of Aesther healthcare acquisition corp. in lieu of its 2022 annual meeting to be held on February 3, 2023 to approve the transaction. Aesther Healthcare stockholders approved all proposals related to the business combination between at a special meeting of stockholders held on February 3, 2023. Aesther and Ocean Biomedical have decided that the anticipated closing date of the Merger should be rescheduled from February 10, 2023 until February 14, 2023.

EF Hutton, division of Benchmark Investments, LLC, serves as capital markets advisor to Aesther Healthcare Acquisition Corp. Andrew M. Tucker, Rita Piel, Christopher Hanson, Matthew R. Zischke, Wells Hall and Anthony A. Laurentano of Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Aesther Healthcare Acquisition Corp. Malone Bailey, LLP serves as auditors to Aesther Healthcare Acquisition Corp. Kate Bechen of Dykema Gossett PLLC serves as legal counsel to Ocean Biomedical, Inc. and Deloitte & Touche LLP serves as auditors to Ocean Biomedical, Inc. Continental Stock Transfer & Trust Company acted as transfer agent to Aesther Healthcare Acquisition Corp. The Mentor Group, Inc. acted as fairness opinion provider to Aesther Healthcare and received a fee of $70,000 for its services. Alliance Advisors, LLC acted as proxy solicitor to AEHA.