Nauticus Robotics, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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COMMON STOCK PURCHASE WARRANT
Security Agreement • June 17th, 2022 • Cleantech Acquisition Corp. • 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).

UNDERWRITING AGREEMENT
Underwriting 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”):

INDEMNITY AGREEMENT
Indemnity 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

AT THE MARKET OFFERING AGREEMENT
At the Market 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:

WARRANT AGREEMENT
Warrant 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 AGREEMENT
Investment 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 AGREEMENT
Rights 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”).

CleanTech Acquisition Corp. New York, NY 10001 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004
Underwriting Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • 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.

AGREEMENT AND PLAN OF MERGER dated as of December 16, 2021 by and among cLEANTECH Acquisition Corp., CLEANTECH MERGER SUB, INC., NAUTICUS ROBOTICS, INC. and Nicolaus Radford, solely in his capacity as the Stockholder Representative
Merger Agreement • December 17th, 2021 • Cleantech Acquisition Corp. • Blank checks • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of 16, 2021, is entered into by and among CleanTech Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), CleanTech Merger Sub, Inc., a Texas corporation (“Merger Sub”), Nauticus Robotics, Inc., a Texas corporation (the “Company”), and Nicolaus Radford (the “Founder”), solely in his capacity as the Stockholder Representative pursuant to the designation in Section 11.16. Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this 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 AGREEMENT
Subscription 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).

ORIGINAL ISSUE DISCOUNT EXCHANGED SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2026
Convertible Security Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • 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

PLEDGE AND SECURITY AGREEMENT
Pledge 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:

STOCK ESCROW AGREEMENT
Stock 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”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 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 November 4, 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 GUARANTEE
Subsidiary Guarantee • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York

This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of November 4, 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 investors under the Securities Purchase Agreement (as defined below) (collectively, the “Buyers”) and ATW Special Situations Management LLC, in its capacity as the collateral agent for the Buyers (the “Ag

SUPPORT AGREEMENT
Support 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”).

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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”).

FIRST AMENDMENT To Registration Rights Agreement
Registration 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 AGREEMENT
Amendment 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:
Termination Notice • August 12th, 2022 • Cleantech Acquisition Corp. • 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 AGREEMENT
Indemnity 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 AGREEMENT
Employment 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”).

CLEANTECH ACQUISITION CORP.
Securities Purchase Agreement • March 31st, 2022 • Cleantech Acquisition Corp. • 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 AGREEMENT
Large Stockholder Lock-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”).

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, 2023
Merger Agreement • 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.”

FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT
Senior Secured 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”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • July 21st, 2021 • Cleantech Acquisition Corp. • Blank checks • New York

This STOCK ESCROW AGREEMENT, dated as of July 14, 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”).

NAUTICUS SECOND LIEN RESTRUCTURING AGREEMENT
Restructuring Agreement • January 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 December 31, 2023, 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).

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