Exhibit 10.8


 


Chardan
Capital Markets, LLC 


17
State Street, Suite 2100 New


York,
New York 10004


 


 


July
14, 2021


 


CleanTech
Acquisition Corp.


207
West 25th Street, 9th Floor


New
York, NY 10001


Attn:
Eli Spiro, Chairman and Chief Executive Officer


 


Ladies
and Gentlemen:


 


This
is to confirm our agreement whereby CleanTech Acquisition Corp., a Delaware corporation (“Company”), has requested
Chardan Capital Markets, LLC (the “Advisor”) to assist it in connection with the Company engaging in a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business
Combination”) with one or more businesses (each a “Target”) as described in the Company’s
Registration Statement on Form S-1 (File No. 333-256578), as amended, filed with the U.S. Securities and Exchange Commission (“Registration
Statement”) in connection with the Company’s initial public offering (“IPO”).


 


		1.	Services
                                            and Fees.



 


(a) The
Advisor will, from time to time, upon the Company’s request and in consultation with the Company:


 


(i) Assist
the Company in arranging meetings with its stockholders to discuss one or more potential Business Combinations, including making calls
to stockholders and providing business updates and marketing feedback, in all cases to the extent legally permissible;


 


(ii) Introduce
the Company to potential investors to purchase the Company’s publicly- traded securities in after-market transactions following
the public announcement of the Business Combination;


 


(iii) Provide
financial advisory services to assist the Company in its efforts to obtain any stockholder approval for one or more Business Combinations,
until such time as the Company has completed an initial Business Combination; and


 


(iv) Assist
the Company with any press releases and/or filings related to any Business Combination or related Targets (the activities described in
the foregoing clauses (i)-(iv), the “Services”).


 


Notwithstanding
anything to the contrary contained herein, the Services will not include (x) any solicitation of potential investors in connection with
the IPO or any Business Combination, (y) any solicitation of proxies in connection with the Business Combination, or (z) any provision
of M&A-related advisory services. In the event that the Company requests that the Advisor provide any placement agent and/or M&A-related
advisory services, such engagement will be set forth in one or more separate agreements between the Company and the Advisor.


 


(b) As
compensation for the Services, the Company will pay the Advisor a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received
by the Company from the sale of its equity securities pursuant to the Registration Statement in connection with the IPO, including any
proceeds from the full or partial exercise of the underwriters’ over-allotment option described therein (the “Fee”).
The Fee is due and payable to the Advisor by wire transfer at the closing of the initial Business Combination (“Closing”).
If a proposed Business Combination is not consummated for any reason during the 12-month period (as such period
may be extended pursuant to the Company’s amended and restated certificate of incorporation) from the closing of the IPO, no Fee
shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any other fees which may become payable to the Advisor
pursuant to any other agreement among the Advisor and the Company or any Target.








 






    


     


    

 


		2.	Expenses.



 


At
the Closing, the Company shall reimburse the Advisor for all reasonable and documented costs and out-of-pocket expenses incurred by the
Advisor (including reasonable and documented fees and disbursements of outside counsel) in connection with the performance of the Services
hereunder; provided, however, that such expenses shall not exceed $5,000 in the aggregate without the prior written consent of the Company.


 


		3.	Company
                                            Cooperation; Information.



 


(a) The
Company will provide such cooperation to the Advisor as may be reasonably necessary for the efficient performance by the Advisor of its
obligations hereunder, including providing to the Advisor and its counsel, on a timely basis, all documents and information regarding
the Company and any Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance
of its obligations hereunder (collectively, the “Information”); making the Company’s management, auditors,
consultants and advisors available to the Advisor; and using commercially reasonable efforts to provide the Advisor with reasonable access
to the management, auditors, suppliers, customers, consultants and advisors of any Target. The Company will promptly notify the Advisor
of any change in facts or circumstances or new developments affecting the Company or any Target or that might reasonably be considered
material to the Advisor’s engagement hereunder.


 


(b) The
Advisor shall not share with third parties any Information, presentations and/or materials about the Company, its shareholders and/or
affiliates, any Business Combination and/or any Targets, to the extent that any such information has not already been provided to the
public in the Registration Statement, unless the Advisor obtains the Company’s prior written approval (which may be provided via
email).


 


		4.	Representations,
                                            Warranties and Covenants.



 


(a) The
Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the
Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading
as of the date thereof and as of the consummation of the Business Combination.


 


(b) The
Advisor represents, warrants and covenants to the Company that it is not prohibited from entering into this Agreement by any applicable
contract, agreement, law or order.


 


		5.	Indemnity.



 


The
Company shall indemnify the Advisor and its affiliates and their respective directors, officers, employees, shareholders, representatives
and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.


 


Notwithstanding
the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim
of any kind in or to any monies in the Company’s trust account (“Trust Account”) established in connection
with the IPO with respect to the Fee or any expenses provided for hereunder (each, a “Claim”); (ii) to waive
any Claim it may have in the future as a result of, or arising out of, any Services provided to the Company hereunder; and (iii) to not
seek recourse against the Trust Account with respect to the Fee or any expenses provided for hereunder.


 




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		6.	Use
                                            of Name and Reports.



 


Without
the Advisor’s prior written consent (which may be provided via email), neither the Company nor any of its affiliates (nor any director,
officer, manager, partner, member, employee or agent thereof) shall quote or refer to in any public communication (i) the Advisor’s
name or (ii) any advice rendered by the Advisor to the Company or any communication from the Advisor, in connection with performance
of the Services, except as required by applicable federal or state law, regulation or securities exchange rule.


 


		7.	Status
                                            as Independent Contractor.



 


The
Advisor shall perform the Services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly
understood and agreed to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate
thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be
acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary
relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any
fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.


 


		8.	Potential
                                            Conflicts.



 


The
Company acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing
investment banking and advisory services from which conflicting interests may arise. In the ordinary course of business, the Advisor
and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account
and the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in
the transactions contemplated hereby, and may provide advisory and other services to one or more actual or potential Targets, investors
or other parties to any Business Combination or other transaction entered into by the Company, for which services the Advisor or one
or more of its affiliates may be paid fees, including fees conditioned upon the closing of a particular Business Combination or other
transaction or transactions. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates in
conducting any such business.


 


		9.	Entire
                                            Agreement.



 


This
Agreement constitutes the entire understanding among the parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other
than by an agreement in writing signed by the parties hereto.


 


		10.	Notices.



 


Any
notices required or permitted to be given hereunder shall be in writing and shall be deemed given when sent via email to each party at
its respective address set forth below its signature and received by such party’s online access provider or mailed by certified
mail or private courier service, return receipt requested, addressed to each party at its respective addresses set forth above, or such
other address as may be given by a party in a notice given pursuant to this section.


 


		11.	Successors
                                            and Assigns.



 


This
Agreement may not be assigned by any party without the written consent of the other parties hereto. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and permitted assigns.


 




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		12.	Non-exclusivity.



 


Nothing
herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services
or the payment by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the
Advisor’s right to receive the Fee and reimbursement of expenses pursuant to this Agreement.


 


		13.	Applicable
                                            Law; Venue.



 


This
Agreement shall be construed and enforced in accordance with the internal laws of the State of New York.


 


IN
THE EVENT OF ANY DISPUTE UNDER THIS AGREEMENT, EACH PARTY HERETO AGREES THAT THE DISPUTE SHALL BE BROUGHT AND ENFORCED IN THE COURTS
OF THE STATE OF NEW YORK, COUNTY OF NEW YORK UNDER THE ACCELERATED ADJUDICATION PROCEDURES OF THE COMMERCIAL DIVISION. EACH PARTY IRREVOCABLY
SUBMITS TO SUCH JURISDICTION, WHICH JURISDICTION SHALL BE EXCLUSIVE. EACH PARTY HEREBY WAIVES ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION
AND THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. ANY PROCESS OR SUMMONS TO BE SERVED IN SUCH A DISPUTE UPON A PARTY MAY BE SERVED
BY TRANSMITTING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED TO SUCH PARTY AT THE ADDRESS FOR SUCH PARTY
SET FORTH AT THE BEGINNING OF THIS AGREEMENT. SUCH MAILING SHALL BE DEEMED PERSONAL SERVICE AND SHALL BE LEGAL AND BINDING UPON THE PARTY
BEING SERVED. THE PARTIES AGREE THAT THE PREVAILING PARTY(IES) IN ANY SUCH ACTION SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY(IES)
ALL OF SUCH PREVAILING PARTY’S(IES’) REASONABLE ATTORNEYS’ FEES AND EXPENSES RELATING TO SUCH ACTION OR PROCEEDING
AND/OR INCURRED IN CONNECTION WITH THE PREPARATION THEREFOR.


 


		14.	Interpretation.



 


The
term “including” shall mean “including, but not limited to”.


 


		15.	Counterparts.



 


This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and all of which
together shall constitute but one instrument.


 


[Signature
Page Follows]


 




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If
the foregoing correctly sets forth the understanding among the Advisor and the Company with respect to the foregoing, please indicate
your agreement by signing in the place provided below, and this letter shall become a binding contract as of the date first set forth
above.


 


	 	Chardan Capital Markets, LLC
	 	 
	 	By:	/s/ Shai Gerson
	 	Name: 	Shai Gerson
	 	Title:	Managing Partner



 


	Agreed and accepted by:	 
	 	 
	CLEANTECH ACQUISITION CORP.	 
	 	 
	By:	/s/ Eli Spiro	 
	Name: 	Eli Spiro	 
	Title:	Chairman and Chief Executive Officer	 



 


[Signature
Page to Business Combination Marketing Agreement]


 




     


     


    

 


ANNEX
I


 


INDEMNIFICATION


 


In
connection with the Company’s engagement of Chardan Capital Markets, LLC (the “Advisor”) pursuant to
that certain letter agreement (“Agreement”) of which this Annex forms a part, CleanTech Acquisition Corp. (the
“Company”) hereby agrees, subject to the second paragraph of Section 5 of the Agreement, to indemnify and hold
harmless the Advisor and each of its affiliates and the respective directors, officers, employees, shareholders, representatives and
agents of any of the foregoing (collectively, the “Indemnified Persons”), from and against any and all claims,
actions, suits, proceedings (including those of stockholders), damages, liabilities and expenses incurred by any of them (including the
reasonable fees and expenses of counsel), as incurred (collectively a “Claim”), that (A) are related to or
arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made)
by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person, in connection with the Company’s engagement
of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s behalf under the Advisor’s
engagement, and the Company shall reimburse any Indemnified Person for all reasonable out-of-pocket expenses (including the reasonable
out-of-pocket fees and expenses of outside counsel) as incurred by such Indemnified Person in connection with investigating, preparing
and defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which
any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined
to have resulted from bad faith, gross negligence or willful misconduct of any Indemnified Person. The Company further agrees that no
Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Advisor except
for any Claim incurred by the Company as a result of such Indemnified Person’s bad faith, gross negligence or willful misconduct.


 


The
Company further agrees that it will not, without the prior written consent of the Advisor, settle, compromise or consent to the entry
of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified
Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable
release of each Indemnified Person from any and all liability arising out of such Claim.


 


Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification
is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution,
but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the
extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested
by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory
to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such
Indemnified Person reasonably determines that having common counsel would present such counsel with an actual or potential conflict of
interest or if the defendant in, or target of, any such Claim includes an Indemnified Person and the Company, and legal counsel to such
Indemnified Person reasonably concludes that there may be actual or potential legal defenses available to it or other Indemnified Persons
different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to
represent or defend him, her or it in any such Claim and the Company shall pay the reasonable out-of-pocket fees and expenses of such
counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise
protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise,
settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor,
including for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement
thereof.


 









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In
addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity
sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an
Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion
as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with
the Advisor’ engagement referred to above, subject to the limitation that in no event shall the amount of any the Advisor’s
contribution to such Claim exceed the amount of Fee actually received by the Advisor from the Company pursuant to such engagement. The
Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor, on the other, with respect to the
Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received
by the Company or its stockholders, as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor
are engaged to render services bears to (b) the Fee paid or proposed to be paid to the Advisor in connection with such engagement.


 


The
Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in
no way limit or otherwise adversely affect, any rights that any Indemnified Party may have at law or at equity and (b) shall be
effective whether or not the Company is at fault in any way.


 


 


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