SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2024, is by and among Nauticus Robotics, Inc., a Delaware corporation, with offices located at 17146 Feathercraft Lane, Suite 450, Webster, TX 77598 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec
(a)the following, save to the extent that any of them is, with the prior written consent of the Agent, pooled or shared with any other person:
INTERCREDITOR AGREEMENT Dated as of November 4, 2024 among ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Super Senior Collateral Agent, and ATW SPECIAL SITUATIONS MANAGEMENT LLC, as Subordinated Lien Collateral Agent, and acknowledged and agreed to by...Intercreditor Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 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 November 4, 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 • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • New York
This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of November 4, 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 investors under the Securities Purchase Agreement (as defined below) (collectively, the “Buyers”) and ATW Special Situations Management LLC, in its capacity as the collateral agent for the Buyers (the “Ag
SECOND AMENDMENT AND EXCHANGE AGREEMENTSecond Amendment and Exchange Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This Second Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Nauticus Robotics, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE 2026Convertible Security Agreement • November 5th, 2024 • Nauticus Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS ORIGINAL ISSUE DISCOUNT 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., 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 Senior Secured Convertible Debenture due 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”), issued in accordance with that certain Securities Purchase Agreement, dated as of November 4, 2024 (the “Securities Purchase Agreement”, and the date thereof, the “Subscription Date”), by and among the Company and the investors referred to therein (the “Purchasers”).
