ORIGINAL ISSUE DISCOUNT EXCHANGED SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2026Convertible 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 AGREEMENTPledge and Security Agreement • February 5th, 2024 • 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 • February 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 January 30, 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 GUARANTEESubsidiary Guarantee • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of January 30, 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 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 “Credi
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”).
AMENDMENT AND EXCHANGE AGREEMENTAmendment 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).
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”).
NAUTICUS SECOND LIEN RESTRUCTURING AGREEMENTSecond Lien Restructuring Agreement • February 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 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 Investor Warrant (as defined below).
INTERCREDITOR AGREEMENT Dated as of January 30, 2024 among ATW Special Situations Management LLC, as 2024 First Lien Collateral Agent, and ATW Special situations i llc, as Second Lien Collateral Agent, and acknowledged and agreed to by NAUTICUS...Intercreditor Agreement • February 5th, 2024 • 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 January 30, 2024, and entered into by and among ATW Special Situations Management LLC, as collateral agent for the holders of the 2024 First Lien Obligations (as defined below) (in such capacity and together with its successors from time to time, the “2024 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.
SECOND AGREEMENT REGARDING INCREMENTAL LOANSIncremental Loan Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS Second agreement REGARDING incremental loanS (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”), the undersigned guarantors (the “Guarantors” and together with the Company, collectively, the “Group Members” and each a “Group Member”), and ATW SPECIAL SITUATIONS II LLC, a Delaware limited liability company and each other Lender (as defined below) providing an Incremental Loan hereunder (each an “Incremental Lender” and collectively, the “Incremental Lenders”).
SECOND AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENTSenior Secured Term Loan Agreement • February 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS SECOND AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Amendment”) is entered into as of January 30, 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”), and the Lenders party hereto (the “Required Lenders”).
NAUTICUS SECOND LIEN RESTRUCTURING AGREEMENTRestructuring Agreement • February 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 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 Investor Warrant (as defined below).
