FORM OF LARGE STOCKHOLDER LOCK-UP AGREEMENTLarge 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).
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, 2023Merger 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.”
STOCKHOLDER LOCK-UP AGREEMENTStockholder Lock-Up Agreement • October 6th, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS 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).
October 2, 2023 Schlumberger Technology Corporation Houston, Texas 77056 Attn: David Gooch Dear David:Merger 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.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • October 6th, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2023, by and among Nauticus Robotics, Inc., a Delaware corporation (the “Buyer”), and the undersigned stockholders of 3D at Depth, Inc., a Delaware corporation (the “Company”) who hold Subject Shares (such stockholders, the “Company Stockholders”).
