Exhibit 10.3 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as
of July 14, 2021 by and between CleanTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-256578 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission
(capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, Chardan Capital Markets,
LLC (“Chardan”) is acting as the underwriter in the IPO; and


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $151,500,000 ($174,225,000
if the over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the
benefit of the Company and the holders of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and
the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills,
notes or bonds having a maturity of 183 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company, it being
understood that the Trust Account will earn no interest while the account funds are uninvested awaiting the Company’s instructions
hereunder; while the account funds are invested or uninvested, the Trustee may earn bank credits and other consideration;


 






     


     


    


 


(d)  Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Notify
the Company and Chardan of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of its tax
returns;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company
by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (X) the 12-month
anniversary of the closing of the IPO (“Closing”), or (Y) if the Company’s Board of Directors extends the time to complete
the Business Combination by three (3) months, the 15-month anniversary of the Closing, provided that the Company deposits $0.10 for each
outstanding public share of common stock into the Trust Account on or prior to the 12-month anniversary of the Closing, or (Z) if the
Company’s Board of Directors further extends the time to complete the Business Combination by an additional 3-month period, the
18-month anniversary of the Closing, provided that the Company deposits an additional $0.10 for each outstanding public share of common
stock into the Trust Account on or prior to the 15-month anniversary of the Closing, but the Company has not completed the Business Combination
within the applicable monthly anniversary of the Closing (“Last Date”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of
the Last Date. For example, if during the 12th month, the Company does not deposit $0.10 for each outstanding public share by the last
day of the 12th month, then the Last Date shall be the last day of the 12th month.


 


(j) Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days
prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified
in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 






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2. Limited
Distributions of Income from Trust Account.


 


(a) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover
any income or other tax obligation owed by the Company.


 


(b) The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in
Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The
Company shall provide Chardan with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i) and 2(a) above, the Trustee shall be
entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


 


(b) Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential
claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified
Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall
not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company,
which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 2(a)
as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees except for disbursements made to the Company pursuant to Sections 1(i) solely in
connection with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. Except as set forth in this Section 3(c) and
Section 3(b) hereof, the Company shall not be responsible for any other fees or charges of the Trustee.


 






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(d) In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of
the Company’s shareholders regarding such Business Combination; and


 


(e) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4. Limitations
of Liability. The Trustee shall have no responsibility or liability to:





 


(a) Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


  


(c) Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 






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(g) Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company
or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and


 


(k) Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i) or 2(a) above.


 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or
to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have
now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
Account and not against the Property or any monies in the Trust Account.


 


6. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that,
in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee,
the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States
District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 






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(b) At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Paragraph 3(b).


 


7. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all
information supplied to it by the Company, including account names, account numbers and all other identifying information relating to
a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting
from any error in the information or transmission of the wire.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i) and 1(j) (which may only be amended with the approval of the holders of a majority of the outstanding shares of Common Stock),
this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment or modification may be made without the prior written consent of Chardan. As to any claim, cross-claim
or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder.


 






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(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:




 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com


 


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


CleanTech Acquisition Corp.

207 West 25th Street, 9th Floor

New York, NY 10001

Attn: Eli Spiro


 


in either case with a copy (which copy shall not constitute
notice) to:


 


Chardan Capital Markets, LLC

17 State Street, 21st Floor

New York, NY 10004

Attn: [_]

Facsimile: (646) 465-9002


 


and


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.

Fax No.: (212) 407-4990


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.


 


(h) Each
of the Company and the Trustee hereby acknowledge that Chardan is a third party beneficiary of this Agreement.


 


[Signature Page Follows]





 



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IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.





 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis E. Wolf, Jr.
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title:   Vice President
	 	 	 
	 	CLEANTECH ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Eli Spiro
	 	 	Name: Eli Spiro
	 	 	Title:   Chief Executive Officer



 


[Signature Page to Investment Management Trust
Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Market Rate	 



  









     


     


    

 


EXHIBIT A





 


[Letterhead of Company]


 


[Insert date]


 


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer&
Trust Company (“Trustee”), dated as of [______________], 2021 (“Trust Agreement”), this is to advise you that
the Company has entered into an agreement with [__________________] (“Target Business”) to consummate a business combination
with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours
in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed
that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company will
not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s shareholders in
connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Chardan Capital Markets
LLC with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all
the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


  


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 


	 	Very truly yours,
	 	 	 
	 	CLEANTECH ACQUISITION CORP.
	 	 	 
	 	By:	              
	 		[●],
	 	 	 
	 	By:	              
	 		[●],



 


cc: Chardan Capital Markets, LLC


 






     


     


    




 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No.- Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer&
Trust Company (“Trustee”), dated as of [______________], 2021 (“Trust Agreement”), this is to advise you that
the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer the total proceeds to the
Trust Checking Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [____________,
20__] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in
the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said
funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 





	 	Very truly yours,
	 	 	 
	 	CLEANTECH ACQUISITION CORP.
	 	 	 
	 	By:	              
	 		[●],
	 	 	 
	 	By:	              
	 		[●],





 


cc: Chardan Capital Markets, LLC


 






     


     


    




 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Withdrawal Instructions


 


Gentlemen:


 


Pursuant to paragraph 2(a)
of the Investment Management Trust Agreement between CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer&
Trust Company (“Trustee”), dated as of [______________], 2021 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such
funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	CLEANTECH ACQUISITION CORP.
	 	 	 
	 	By:	              
	 		[●],





 


cc: Chardan Capital Markets, LLC


 






     


     


    




 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account– Extension Letter


 


Gentlemen:


 


Pursuant to paragraph 1(j)
of the Investment Management Trust Agreement between CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [______________], 2021 (“Trust Agreement”), this is to advise you
that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional
three (3) months, from ______________ to ______________ (the “Extension”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


This Extension Letter shall
serve as the notice required with respect to Extension prior to the Applicable Deadline.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $[_] [(or $[_] if the underwriters’ over-allotment option was exercised
in full)], which will be wired to you, into the Trust Account  investments upon receipt.


 





	 	Very truly yours,
	 	 
	 	CLEANTECH ACQUISITION CORP.
	 	 	 
	 	By:	              
	 		[●],





 


cc: Chardan Capital Markets, LLC