COMMON STOCK PURCHASE WARRANTCleantech Acquisition Corp. • June 17th, 2022 • General industrial machinery & equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________20321 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cleantech Acquisition Corp., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec
This Agreement is made pursuant to that certain Securities Purchase Agreement dated as of December 16, 2021, among the Company, Nauticus Robotics Holdings, Inc. (f/k/a Nauticus Robotics, Inc.), a Texas corporation (“Nauticus Sub”), and the Holders signatory hereto each in its respective capacity as a Purchaser (as amended by that certain Letter Agreement dated as of September 9, 2022 by and among the Company, Nauticus Sub and the Holders signatory hereto each in its respective capacity as a Purchaser, and as further amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”).
UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
The undersigned, CleanTech Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows (this “Agreement”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 14, 2021, by and among CleanTech Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2021 • Cleantech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_______], 2021, by and between CleanTech Acquisition Corp., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of July 14, 2021, by and between CleanTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
This Agreement is made as of July 14, 2021 by and between CleanTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
RIGHTS AGREEMENTRights Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 14, 2021, by and between CleanTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
October 2, 2023 Schlumberger Technology Corporation Houston, Texas 77056 Attn: David Gooch Dear David:Indemnification Agreement • October 6th, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
In connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated on or about October 2, 2023, by and among Nauticus Robotics, Inc., a Delaware corporation (“Nauticus”), 3D Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and 3D at Depth, Inc., a Delaware corporation (the “Company”), Nauticus has agreed to execute and deliver this letter agreement (this “Letter Agreement”) to provide for certain matters with respect to the composition of the board of directors of Nauticus following the Closing (the “Board”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
INTERCREDITOR AGREEMENT Dated as of September 18, 2023 among ATW Special situations iI llc, as First Lien Collateral Agent, and ATW Special situations i llc, as Second Lien Collateral Agent, and acknowledged and agreed to by NAUTICUS ROBOTICS, INC.,...Intercreditor Agreement • September 21st, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of September 18, 2023, and entered into by and among ATW Special Situations II LLC, as collateral agent for the holders of the First Lien Obligations (as defined below) (in such capacity and together with its successors from time to time, the “First Lien Collateral Agent”), and ATW Special Situations I LLC, as agent for the holders of the Second Lien Obligations (as defined below) (in such capacity and together with its successors from time to time, the “Second Lien Collateral Agent”), and acknowledged and agreed to by NAUTICUS ROBOTICS, INC., a Delaware corporation (the “Company”), and the other Grantors (as defined below) party hereto from time to time. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of _______, 2021, by and between CleanTech Acquisition Corp, a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
CleanTech Acquisition Corp. New York, NY 10001 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004Cleantech Acquisition Corp. • July 21st, 2021 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CleanTech Acquisition Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), one right to receive one-twentieth of one share of Common Stock, and one-half of a warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 6th, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of ________, 2021 (“Agreement”), by and among CLEANTECH ACQUISITION CORP., a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INTERCREDITOR AGREEMENT Dated as of November 4, 2024 among ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Super Senior Collateral Agent, and ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Subordinated Lien Collateral Agent, and acknowledged and agreed to by...Intercreditor Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec
provided that (i) if a range of values is provided in a particular appraisal, then the fair market value in such appraisal shall be deemed to be the mid-point within such range and (ii) if a third appraisal is obtained, the fair market value of such Collateral Ship or other vessel shall be the average of the three appraisals obtained.
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 20th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
Nauticus Robotics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec
This Intellectual Property Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of January 30, 2024 is entered into by NAUTICUS ROBOTICS, INC. (F/K/A CLEANTECH ACQUISITION CORP.), a Delaware corporation (together with its successors and assigns, the “Company”), NAUTICUS ROBOTICS HOLDINGS, INC. (F/K/A NAUTICUS ROBOTICS, INC.), a Texas corporation (together with its successors and assigns, “Nauticus Sub”), NAUTIWORKS LLC, a Delaware limited liability company (together with its successors and assigns, “NautiWorks”), NAUTICUS ROBOTICS FLEET LLC, a Delaware limited liability company (together with its successors and assigns, “Nauticus Fleet”) NAUTICUS ROBOTICS USA LLC, a Delaware limited liability company (together with its successors and assigns, “Nauticus USA”, and together with the Company, Nauticus Sub, NautiWorks, Nauticus Fleet and any other pledgor parties joined to this Agreement from time to time purs
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of January 30, 2024, by NAUTICUS ROBOTICS HOLDINGS, INC. (F/K/A NAUTICUS ROBOTICS, INC.), a Texas corporation (together with its successors and assigns, “Nauticus Sub”), NAUTIWORKS LLC, a Delaware limited liability company (together with its successors and assigns, “NautiWorks”), NAUTICUS ROBOTICS FLEET LLC, a Delaware limited liability company (together with its successors and assigns, “Nauticus Fleet”) and NAUTICUS ROBOTICS USA LLC, a Delaware limited liability company (together with its successors and assigns, “Nauticus USA”, and together with Nauticus Sub, NautiWorks, Nauticus Fleet and any other entity that may become a party hereto as provided herein, collectively, the “Guarantors”, and each, a “Guarantor”), in favor of the lenders under the Loan Agreement (as defined below) and the Agent (as defined below) (including their respective successors, transferees and assigns, collectively, “Creditors”, each individually, a “Credi
SUPPORT AGREEMENTSupport Agreement • December 17th, 2021 • Cleantech Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2021, by and among Nauticus Robotics, Inc., a Texas corporation (f/k/a Houston Mechatronics, Inc.) (the “Company”), CleanTech Acquisition Corp., a Delaware corporation (the “Acquiror”), CleanTech Sponsor I, LLC, a Delaware limited liability company, CleanTech Investments, LLC, a Delaware limited liability company (each a “Sponsor” and collectively, the “Sponsors”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsors, the “Founder Holders”).
Senior secured term loan Agreement nauticus robotics, inc.Senior Secured Term Loan Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This SENIOR SECURED TERM LOAN AGREEMENT dated as of January 30, 2024 (this “Agreement”), is by and among Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (together with its successors and permitted assigns, the “Company”), having its principal place of business at 17146 Feathercraft Lane, Suite 450 Webster, TX 77598, the Collateral Agent and the lenders from time to time party hereto (collectively the “Lenders”).
NAUTICUS SECOND LIEN RESTRUCTURING AGREEMENTNauticus Second Lien Restructuring Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS NAUTICUS SECOND LIEN RESTRUCTURING AGREEMENT (this “Agreement”) is entered into as of January 30, 2024, among NAUTICUS ROBOTICS, INC. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (the “Company”), NAUTICUS ROBOTICS HOLDINGS, INC. (f/k/a Nauticus Robotics, Inc.), a Texas corporation (the “Nauticus Sub”), NAUTIWORKS LLC, a Delaware limited liability company (“NautiWorks”), NAUTICUS ROBOTICS FLEET LLC, a Delaware limited liability company (“Nauticus Fleet”), NAUTICUS ROBOTICS USA LLC, a Delaware limited liability company ( “Nauticus USA”, and together with the Company, the Nauticus Sub, NautiWorks, Nauticus Fleet and the other debtor parties joined to the Pledge and Security Agreement from time to time, collectively, the “Debtors”) and the undersigned investor (the “Investor”), in its capacity as a holder of the Investor Warrant (as defined below).
FIRST AMENDMENT To Registration Rights AgreementRegistration Rights Agreement • June 23rd, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This first amendment (“Amendment”) dated as of June 22, 2023 (“Amendment Date”) is entered into by and among Nauticus Robotics, Inc. (f/k/a CleanTech Acquisition Corp.), a Delaware corporation (the “Company”), and each of the entities identified as a “Holder” on the signature page hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein shall have the definition ascribed to it in the Registration Rights Agreement, dated as of September 9, 2022, by and among the Company and the Holders party thereto (the “RRA”). The Company and the Holders may be referred to hereinafter each as a “party,” and collectively as the “parties.”
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS AGREEMENT AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 30, 2024, among NAUTICUS ROBOTICS, INC. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (the “Company”), NAUTICUS ROBOTICS HOLDINGS, INC. (f/k/a Nauticus Robotics, Inc.), a Texas corporation (the “Nauticus Sub”), NAUTIWORKS LLC, a Delaware limited liability company (“NautiWorks”), NAUTICUS ROBOTICS FLEET LLC, a Delaware limited liability company (“Nauticus Fleet”), NAUTICUS ROBOTICS USA LLC, a Delaware limited liability company ( “Nauticus USA”, and together with the Company, the Nauticus Sub, NautiWorks, Nauticus Fleet and the other debtor parties joined to the Pledge and Security Agreement from time to time, collectively, the “Debtors”) and the undersigned investor (the “Investor”), in its capacity as a holder of the Existing Debenture and the Existing Warrant (each as defined below).
August 11, 2022 Nauticus Robotics Inc. 17146 Feathercraft Lane Webster, TX 77598 Attention: Nicolaus Radford Ladies and Gentlemen:Cleantech Acquisition Corp. • August 12th, 2022 • General industrial machinery & equipment, nec
Reference is hereby made to that certain letter agreement (the “Agreement”), dated March 23, 2022, between Cowen and Company, LLC (“Cowen”) and Nauticus Robotics Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 14, 2021, by and between CleanTech Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitees”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Texas
This Employment Agreement (this “Agreement”), entered into on February 21, 2024 (“Effective Date”), is made by and between John W. Gibson, Jr. (the “Executive”) and Nauticus Robotics, Inc., a Delaware corporation (together with any of its subsidiaries and Affiliates as shall employ the Executive from time to time, and any and all successors thereto, the “Company”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec
(a)the following, save to the extent that any of them is, with the prior written consent of the Agent, pooled or shared with any other person:
CLEANTECH ACQUISITION CORP.Cleantech Acquisition Corp. • March 31st, 2022 • General industrial machinery & equipment, nec • Delaware
As you are aware, ATW Special Situations I LLC, a Delaware limited liability company (“SPV”) managed by ATW Partners Opportunities Management, LLC (“ATW”), has entered into a Securities Purchase Agreement dated as of December 16, 2021 with CleanTech Acquisition Corp., a Delaware corporation, and Nauticus Robotics, Inc., a Texas corporation (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, ATW has agreed to purchase Senior Secured Convertible Debentures (the “Senior Secured Debentures”) in the aggregate principal amount of $34,000,000 (or subscription amount of $32,300,000) of Nauticus Robotics, Inc. (f/k/a CleanTech Acquisition Corp.), a Delaware corporation (the “Company”).
FORM OF LARGE STOCKHOLDER LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS LARGE STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is dated as of ___________, 2023, by and between ___________ (the “Holder”) and Nauticus Robotics, Inc., a Delaware corporation (“Nauticus”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
PARI PASSU INTERCREDITOR AGREEMENT Dated as of January 30, 2024 among Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation as Borrower, and the Grantors from time to time party hereto, ATW Special Situations Management...Pari Passu Intercreditor Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
PARI PASSU INTERCREDITOR AGREEMENT, dated as of January 30, 2024 (as amended, restated, amended and restated, extended, supplemented and/or otherwise modified from time to time, this “Agreement”), among Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (the “Borrower”), the Grantors (as defined below) from time to time party hereto, ATW Special Situations Management LLC, as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors, designees and sub-agents, in such capacity, the “Credit Agreement Collateral Agent”), Acquiom Agency Services LLC, as collateral agent for the 2023 First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “2023 First Lien Agent”).
Nauticus Robotics, Inc. April 30, 2024 Page 2 review of corporate documents, records, certificates, and other instruments, documents, and writings, we have made no independent investigation of such facts and we have relied in certain cases upon...Nauticus Robotics, Inc. • April 30th, 2024 • General industrial machinery & equipment, nec
AGREEMENT AND PLAN OF MERGER by and among NAUTICUS ROBOTICS, INC., 3D MERGER SUB, INC., and 3D AT DEPTH, INC. Dated as of October 2, 2023Agreement and Plan of Merger • October 6th, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 2, 2023, by and among (i) Nauticus Robotics, Inc., a Delaware corporation (“Buyer”), (ii) 3D Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and (iii) 3D at Depth, Inc., a Delaware corporation (the “Company”). Buyer, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
ORIGINAL ISSUE DISCOUNT EXCHANGED SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2026Nauticus Robotics, Inc. • February 5th, 2024 • General industrial machinery & equipment, nec • New York
THIS ORIGINAL ISSUE DISCOUNT EXCHANGED SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Nauticus Robotics, Inc. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (together with its successors and assigns, the “Company”), having its principal place of business at 17146 Feathercraft Lane, Suite 450 Webster, TX 77598, designated as its Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”), issued in accordance with that certain Amendment and Exchange Agreement, dated as of January 30, 2024 (the “Exchange Agreement”, and the date thereof, the “Exchange Date”), by the Company in exchange for a 5% Original Issue Discount Senior Secured Convertible Debenture of the Company, originally issued on September 9, 2022, with an aggreg
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2024, is by and among Nauticus Robotics, Inc., a Delaware corporation, with offices located at 17146 Feathercraft Lane, Suite 450, Webster, TX 77598 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENTSecured Term Loan Agreement • May 1st, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Agreement”) is entered into as of May 1, 2024, among NAUTICUS ROBOTICS, INC. (f/k/a Cleantech Acquisition Corp.), a Delaware corporation (the “Company”), the undersigned guarantors (the “Guarantors” and together with the Company, collectively, the “Group Members” and each a “Group Member”), ATW SPECIAL SITUATION III LLC, a Delaware limited liability company (“ATW III”), in its capacity as the Required Lender under the Term Loan Agreement (as defined below) (in such capacity, the “Required Lender”), and ATW SPECIAL SITUATIONS I LLC, a Delaware limited liability company (“ATW I”), in its capacity as an assignee of the rights of ATW III, under Section 2(d) of the Term Loan Agreement in accordance with Section 25(l) of the Term Loan Agreement (in such capacity, the “Incremental Lender”).
