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.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 21st, 2023 • 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.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 21st, 2023 • 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 September 18, 2023 is entered into by and among 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”, and together with the Company and any other pledgor parties joined to this Agreement from time to time pursuant to Section 15, collectively, the “Pledgors”, and each individually, a “Pledgor”), and ATW Special Situations II LLC, as collateral agent on behalf of the lenders now or hereafter party to the Term Loan Agreement (defined below) (in such capacity, the “Agent”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 21st, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of September 18, 2023, by NAUTICUS ROBOTICS HOLDINGS, INC. (F/K/A NAUTICUS ROBOTICS, INC.), a Texas corporation (together with its successors and assigns, “Nauticus Sub” and together with 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 “Creditor”).
Senior secured term loan Agreement nauticus robotics, inc.Senior Secured Term Loan Agreement • September 21st, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This SENIOR SECURED TERM LOAN AGREEMENT dated as of September 18, 2023 (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”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE DEBENTURES AND PLEDGE AND SECURITY AGREEMENTSecurities Purchase Agreement • September 21st, 2023 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE DEBENTURES AND PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 18, 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”, and together with the Company and the other debtor parties joined to the Amended Pledge and Security Agreement (as hereinafter defined) from time to time, collectively, the “Debtors”), the holders of at least 50.1% (based on the initial Subscription Amounts (as defined in the Existing Securities Purchase Agreement referenced below) in interest of the Debentures (as defined in such Existing Securities Purchase Agreement) issued by the Company pursuant to the Existing Securities Purchase Agreement) (collectively, the “Required Creditors”), and ATW SPECIAL SITUATIONS I LLC, a Delaware limited liabili
