Form of Support Agreement, dated as of April 27, 2021, by and among the Company, Clarus and the stockholder of Clarus party thereto

Exhibit 10.1

FORM OF COMPANY SUPPORT AGREEMENT

This Company Support Agreement (this “Agreement”) is made as of April 27, 2021, by and among (i) Blue Water Acquisition Corp., a Delaware corporation (“Parent”), (ii) Clarus Therapeutics, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

WHEREAS, on or about the date hereof, Parent, the Company and Blue Water Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), 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”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”) and as a result of which, among other matters, all of the issued and outstanding Company Capital Stock as of the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive the Closing Payment Shares as set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL;

WHEREAS, the Board of Directors of the Company has: (a) approved the Merger Agreement, the Additional Agreements, the Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”); (b) determined that the Transactions are advisable and fair to the Company and its stockholders (the “Company Stockholders”); and (c) recommended the approval and adoption by each of the Company Stockholders of the Merger Agreement, the Additional Agreements, the Merger and the other Transactions; and

WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, and as an inducement and in consideration therefor, and in view of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken by Parent and the Company to consummate the Transactions, Parent, the Company and Holder desire to enter into this Agreement in order for Holder to provide certain assurances to Parent regarding the manner in which Holder is bound hereunder to vote any shares of Company Capital Stock which Holder beneficially owns, holds or otherwise has voting power (the “Shares”) during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”) with respect to the Merger Agreement, the Merger, the Additional Agreements and the Transactions.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the mutual covenants and agreements herein contained, and other good and valuable consideration, intending to be legally bound hereby, the parties hereby agree as follows:

1. Covenant to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares:

(a) during the Voting Period, at each meeting of the Company Stockholders or any class or series thereof, and in each written consent or resolutions of any of the Company Stockholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably agrees to participate in such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (i) in favor of, and adopt, the Merger, the Merger Agreement, the Additional Agreements, any amendments to the Company’s organizational documents contemplated by the Merger Agreement, and all of the other Transactions (and any actions required in furtherance thereof), (ii) solely with respect to effecting the Merger Agreement and the Merger, in favor of such other resolutions upon which a consent or other approval is required under the Company’s amended and restated certificate of incorporation or applicable law or otherwise sought, and (iii) in opposition to (A) any Alternative Proposal or (B) any other action or proposal involving the Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Closing under the Merger Agreement not being fulfilled;

(b) to execute and deliver all related documentation and take such other action in support of the Merger, the Merger Agreement, any Additional Agreements and any of the Transactions as shall reasonably be requested by the Company or Parent in order to carry out the terms and provision of this Section 1, including, without limitation, (i) delivery of the certificate(s) representing Holder’s Shares (or a lost certificate affidavit in lieu of such certificate(s)), duly endorsed for transfer, to the Company and any related documents as may be reasonably requested by the Company or Parent, (ii) any actions by written consent of the Company Stockholders presented to Holder, and (iii) any applicable Additional Agreements (including, if applicable under the terms of the Merger Agreement, a Lockup Agreement and the Registration Rights Agreement);

(c) not to deposit, and to cause their Affiliates not to deposit any Shares owned by Holder or his/her/its Affiliates in a voting trust or, except as provided in this Agreement, subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the Company and Parent in connection with the Merger Agreement, the Additional Agreements or any of the Transactions; and

(d) except as contemplated by the Merger Agreement or the Additional Agreements, make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are defined in Rule 14a-1 under the Securities Exchange Act of 1934, as amended) or grant 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 Company Capital Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that stockholders of the Company vote in favor of adoption of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement).

2. Grant of Proxy. Upon the failure of Holder to timely provide its consent or vote the Shares in accordance with Section 1 pursuant to any action by written consent of the stockholders of the Company or at any applicable meeting of the stockholders of the Company, the Holder shall be deemed to have irrevocably granted to, and appointed, Parent and any designee thereof as Holder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) any Shares owned (whether beneficially or of record) by Holder with respect to any of the matters specified in Section 1. Holder hereby affirms that such irrevocable proxy is coupled with an interest and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable. Parent agrees not to exercise, and will cause any of its designees not to exercise, the proxy granted herein for any purpose other than the purposes described in this Section 2.

3. Other Covenants.

(a) No Transfers. Subject to Section 3(b), Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to (except as may specifically be required by court order or by operation of law), without Parent’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares; (B) other than as set forth herein or in the Investor Agreements, grant any proxies or powers of attorney with respect to any or all of the Shares; (C) create any Lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s organizational documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, Parent and the Company that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of Parent, and the Company hereby agrees that it shall not effect any such Transfer in the absence of such consent.

(b) Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or trust for the benefit of any family member, (ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate of Holder, or (iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce decree or by will, intestacy or other similar applicable Law, so long as, in the case of the foregoing clauses (i), (ii) and (iii), the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement. During the Voting Period, the Company will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance with, the last sentence of Section 3(a) or this Section 3(b).

(c) Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of Company Capital Stock by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction.

(d) Compliance with Merger Agreement. Holder agrees to not during the Voting Period take or agree or commit to take any action that would make any representation and warranty of Holder contained in this Agreement inaccurate in any material respect. During the Voting Period, Holder shall not authorize or permit any of its Representatives to, directly or indirectly, take any action that the Company is prohibited from taking pursuant to Section 6.1 of the Merger Agreement (unless Parent shall have consented thereto).

(e) Registration Statement. During the Voting Period, Holder agrees to provide to Parent, the Company and their respective Representatives any information regarding Holder or the Shares that is reasonably requested by Parent, Company or their respective Representatives for inclusion in the Form S-4.

(f) Publicity. Except as required to comply with applicable law, Holder shall not, for a period of three (3) years following the date hereof, issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and Parent (other than to (i) directors, officers, managers, members, Affiliates, partners, employees, agents, investors, attorneys, accountants and financial advisors of holder that are (A) bound by confidentiality restrictions, or (B) made aware of the confidential nature of such information, directed by Holder to treat such information as confidential and bound by legally enforceable codes of professional responsibility that require maintenance of confidentiality) or (ii) to any existing or potential investor (including any limited partner) of such Holder, including as required by applicable law or the terms of any of such Holder’s governing documents (including any limited partnership agreement), but only if such investor is bound by an agreement to keep such information confidential. Holder hereby authorizes the Company and Parent to publish and disclose to the extent required by applicable law, rule or regulation or SEC or Nasdaq requirements, Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other Additional Agreements.

(g) Waiver of Appraisal Rights. Holder hereby irrevocably and unconditionally waives, and agrees not to assert, exercise or perfect (or attempt to exercise, assert or perfect), any rights of appraisal or rights to dissent from the Merger or appraisal or dissenters’ rights that it may at any time have under applicable Laws, including Section 262 of the DGCL.

(h) Termination of Investor Agreements and Certain Other Agreements. By this Agreement, Holder hereby agrees that, subject to, contingent upon and effective immediately prior to the Closing, the Third Amended and Restated Stockholders Agreement, dated as of May 21, 2014, by and among the Company and the Company Stockholder parties thereto, the Third Amended and Restated Registration Rights Agreement, dated as of May 21, 2014, by and among the Company and the Company Stockholders party thereto and the Second Amended and Restated Voting Agreement, dated as of May 21, 2014, by and among the Company and the Company Stockholders parties thereto and any management letter or other agreement between Holder and the Company (excluding any employment agreement or offer letter, equity award or employment benefit agreement) (collectively, the “Investor Agreements”) shall terminate without any further liability to the Company or its Affiliates.

4. Representations and Warranties of Holder. Holder hereby represents and warrants to Parent as follows:

(a) Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by the Enforceability Exceptions). Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Holder.

(b) Ownership of Shares. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set forth under Holder’s name on the signature page hereto, is the lawful owner of such Shares, has, except as set forth in the Investor Agreements, the sole power to vote or cause to be voted such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by (i) this Agreement, (ii) applicable securities Laws, (iii) any risk of forfeiture with respect to any Shares granted to Holder under an employee benefit plan of the Company, (iv) the Investor Agreements or (v) the Company’s organizational documents, as in effect on the date hereof. Except for the Shares and other securities of the Company set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

(c) No Conflicts. No filing with, or notification to, any Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. Subject to the termination of the Investor Agreements, none of the execution and delivery of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not, individually or in the aggregate, reasonably be expected to impair Holder’s ability to perform its obligations under this Agreement in any material respect or prevent or delay the consummation of any of the transactions contemplated by this Agreement or the Merger Agreement.

(d) No Brokers. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by Holder.

(e) No Other Representations and Warranties. Except for the representations and warranties expressly contained in this Agreement, Holder has not made nor makes (and no other Person on behalf of Holder has made or makes) any other express or implied representation or warranty, either written or oral, on behalf of Holder, including any representation or warranty as to the accuracy or completeness of any information regarding Holder.