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 RepresentativeMerger 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.
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).
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”).
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”), and the undersigned shareholders of the Company who hold Subject Shares (such shareholders, the “Company Shareholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 17th, 2021 • Cleantech Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2021, among Cleantech Acquisition Corp., a Delaware corporation (including its successors and assigns, the “Company”), Nauticus Robotics, Inc., a Texas corporation formerly known as Houston Mechatronics, Inc. (including its successors and assigns, the “Target”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
