February 28, 2022 Mr. Elliot Spiro Chief Executive Officer CleanTech Acquisition Corp.Capital Markets Advisory Agreement • May 23rd, 2022 • Cleantech Acquisition Corp. • General industrial machinery & equipment, nec • New York
CONFIDENTIAL February 11, 2022 Mr. Eli Spiro Chief Executive Officer CleanTech Acquisition Corp. New York, NY 10001 Dear Mr. Spiro:Advisory Services Agreement • May 23rd, 2022 • Cleantech Acquisition Corp. • General industrial machinery & equipment, nec
This letter agreement (this “Agreement”) confirms the terms pursuant to which CleanTech Acquisition Corp., a special purpose acquisition company (“SPAC”) listed on the Nasdaq (together with its subsidiaries involved in a Transaction (as defined below), the “Company” or “Cleantech”), has retained Roth Capital Partners, LLC (and including any of its affiliates assisting in executing this engagement, “Roth,” “we” or “us,” and together with the Company, each a “Party” and collectively, the “Parties”) to provide the Company with certain advisory services outlined in Section 1(a) (the “Services”) below, relating to the Company’s possible merger or other form of business combination transaction (including, but not limited to, a reverse merger or other sale or transfer in which the Target, as defined below, or its shareholders control a majority of the voting or economic interests in the surviving, successor or parent entity) between the Company and Nauticus Robotics, Inc. a Texas corporation
Memorandum of UnderstandingMemorandum of Understanding • May 23rd, 2022 • Cleantech Acquisition Corp. • General industrial machinery & equipment, nec
referred to in this Memorandum of Understanding (hereinafter referred to as “Memorandum”) individually as a “Party” or collectively as the “Parties”.
