Exhibit 10.2


 


SUPPORT
AGREEMENT


 


This
SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2021, by and among Nauticus
Robotics, Inc., a Texas corporation (f/k/a Houston Mechatronics, Inc.) (the “Company”), CleanTech Acquisition
Corp., a Delaware corporation (the “Acquiror”), and the undersigned shareholders of the Company who hold Subject
Shares (such shareholders, the “Company Shareholders”).


 


WHEREAS,
the Company, Acquiror, CleanTech Merger Sub Inc., a Texas corporation (the “Merger Sub”), and Nicolaus Radford,
solely in his capacity as the stockholder representative, are concurrently herewith entering into an Agreement and Plan of Merger (as
the same may be amended, restated or supplemented, the “Merger Agreement”; capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Merger Agreement) pursuant to which, among other things, Merger Sub will
be merged with and into Company, with the Company being the surviving entity and becoming a wholly owned subsidiary of Acquiror; and


 


WHEREAS,
each Company Shareholder is, as of the date of this Agreement, the sole legal owner of (a) the number of (i) outstanding shares of common
stock of the Company (“Company Common Stock”), (ii) outstanding shares of Series A preferred stock of the Company
(“Company Series A Preferred Stock”), (iii) outstanding shares of Series B preferred Stock of the Company (“Company
Series A Preferred Stock,” and together with the Company Series A Preferred Stock, the “Company Preferred Stock”),
and (iv) options to purchase shares of Company Common Stock (“Company Options”) and (b) outstanding Converting
Convertible Notes, in each case, set forth opposite such Company Shareholder’s name on Schedule A hereto, and such Company
Shareholders do not own any other outstanding shares of Company capital stock or other securities convertible into or exercisable or
exchangeable for any shares of Company capital stock, (such Company securities owned by the Company Shareholders, together with any additional
shares of Company Commons Stock or other Company capital stock (including any securities convertible into or exercisable or for Acquiror
Common Stock or other capital stock), whether by purchase, as a result of a stock dividend, stock split, recapitalization, combination,
reclassification, exchange or change of such shares, or upon the exercise or conversion of any securities, acquired by such Company Shareholders
after the date hereof and prior to the Termination Date being collectively referred to herein as the “Subject Shares”);
and


 


WHEREAS,
as a condition to their willingness to enter into the Merger Agreement, Acquiror and the Company have requested that each Company Shareholder
enter into this Agreement.








 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and the representations, warranties, covenants and agreements contained in this Agreement and the Merger Agreement, and intending to
be legally bound hereby, the parties hereto agree as follows: 


 


ARTICLE
I



Representations and Warranties of Each Company Shareholder


 


Each
Company Shareholder hereby represents and warrants, severally and not jointly, to the Company and the Acquiror as follows:


 


1.1
Organization and Standing; Authorization. Such Company Shareholder, (a) if a natural person, is of legal age to execute this Agreement
and is legally competent to do so, and (b) if the Company Shareholder is not a natural person, (i) has been duly organized and is validly
existing and in good standing under the Laws of the State of Texas or other state of its formation, (ii) has all requisite corporate
or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now
being conducted, (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby and (iv) is duly qualified or licensed and in good standing to do business in
each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it
makes such qualification or licensing necessary. If the Company Shareholder is not a natural person, the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings
on the part of such Company Shareholder are necessary to authorize the execution and delivery of this Agreement or to consummate the
transactions contemplated hereby.


 


1.2
Binding Agreement. This Agreement has been or shall be when delivered, duly and validly executed and delivered by such Company
Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes, or
when delivered shall constitute, the valid and binding obligation of Sponsor, enforceable against such Company Shareholder in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting
creditor’s rights generally and to general principles of equity (collectively, the “Enforceability Exceptions”).


 


1.3
Governmental Approvals. No Consent of or with any Governmental Authority on the part of such Company Shareholder is required to
be obtained or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation
by such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder and (b) where
the failure to obtain or make such Consents or to make such filings or notifications has not had, and would not reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the ability of such Company Shareholder to enter into and perform
this Agreement and to consummate the transactions contemplated hereby.


 


1.4
Non-Contravention. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and
compliance with any of the provisions hereof by such Company Shareholder will not (a) conflict with or violate any provision of the certificate
of incorporation or formation, bylaws, limited liability company agreement or similar organizational documents of such Company Shareholder,
if and as applicable (collectively, the “Organizational Documents”), (b) conflict with or violate any Law,
Governmental Order or required consent or approval applicable to such Company Shareholder or any of its properties or assets, or (c)
(i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by such Company Shareholder under, (v) result in a right of termination or acceleration under, (vi) give rise
to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien)
upon any of the properties or assets of such Company Shareholder under, (viii) give rise to any obligation to obtain any third party
consent or approval from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity
or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions
of, any material Contract of such Company Shareholder, except for any deviations from any of the foregoing clauses (b) or (c) that has
not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of
such Company Shareholder to enter into and perform this Agreement and to consummate the transactions contemplated hereby.


 


1.5
Subject Shares. As of the date of this Agreement, such Company Shareholder has beneficial ownership of the Subject Shares set
forth opposite such Company Shareholder’s name on Schedule A hereto, and all such Subject Shares are owned by such Company
Shareholder free and clear of all Liens, other than liens or encumbrances pursuant to this Agreement, the Organizational Documents of
the Company or applicable federal or state securities laws. Other than the Subject Shares, such Company Shareholder does not legally
own any Company Common Stock or any other Acquiror capital stock or securities that are convertible into or exercisable or for Acquiror
Common Stock or other capital stock. Such Company Shareholder has the sole right to vote the Subject Shares, and none of the Subject
Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares,
except as contemplated by this Agreement or the Organizational Documents of the Acquiror.


 


1.6
Merger Agreement. Such Company Shareholder understands and acknowledges that Acquiror and the Company are entering into the Merger
Agreement in reliance upon Such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received
a copy of the Merger Agreement and is familiar with the provisions of the Merger Agreement.


 






    2


     


    

 


ARTICLE
II



Representations and Warranties of Acquiror


 


Acquiror
hereby represents and warrants to the Company Shareholders and the Company as follows:


 


2.1
Organization and Standing. Acquiror is a corporation duly incorporated, validly existing and in good standing under the Laws of
the State of Delaware. Acquiror has all requisite corporate power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. Acquiror is duly qualified or licensed and in good standing to do business in each jurisdiction
in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary.


 


2.2
Authorization; Binding Agreement. Acquiror has all requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Acquiror
and no other corporate proceedings on the part of Acquiror are necessary to authorize the execution and delivery of this Agreement or
to consummate the transactions contemplated hereby. This Agreement has been or shall be when delivered, duly and validly executed and
delivered by Acquiror and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes,
or when delivered shall constitute, the valid and binding obligation of Acquiror, subject to the Enforceability Exceptions.


 


2.3
Governmental Approvals. No Consent of or with any Governmental Authority on the part of Acquiror is required to be obtained or
made in connection with the execution, delivery or performance of this Agreement or the consummation by Acquiror of the transactions
contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue
sky” securities Laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such Consents or to
make such filings or notifications has not had, and would not reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the ability of Acquiror to enter into and perform this Agreement and to consummate the transactions contemplated hereby.


 


2.4
Non-Contravention. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and
compliance with any of the provisions hereof by Acquiror will not (a) conflict with or violate any provision of Organizational Documents
of Acquiror, (b) conflict with or violate any Law, Governmental Order or required consent or approval applicable to Acquiror or any of
its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation
or modification of, (iv) accelerate the performance required by Acquiror under, (v) result in a right of termination or acceleration
under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other
than Permitted Lien) upon any of the properties or assets of Acquiror under, (viii) give rise to any obligation to obtain any third party
consent or approval from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity
or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions
of, any material Contract of Acquiror, except for any deviations from any of the foregoing clauses (b) or (c) that has not had, and would
not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to enter into
and perform this Agreement and to consummate the transactions contemplated hereby.


 






    3


     


    

 


ARTICLE
III



Representations and Warranties of the Company


 


The
Company hereby represents and warrants to the Company Shareholders and Acquiror as follows:


 


3.1
Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws
of the State of Texas. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction
in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary.


 


3.2
Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors and shareholders
of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of
this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or shall be when delivered, duly and validly
executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties
hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, subject to the Enforceability Exceptions.


 


3.3
Governmental Approvals. No Consent of or with any Governmental Authority on the part of the Company is required to be obtained
or made in connection with the execution, delivery or performance by the Company of this Agreement or the consummation by the Company
of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/
or any state “blue sky” securities Laws, and the rules and regulations thereunder and (b) where the failure to obtain or
make such Consents or to make such filings or notifications has not had, and would not reasonably be expected to have, individually or
in the aggregate, a material adverse effect on the ability of the Company to enter into and perform this Agreement and to consummate
the transactions contemplated hereby.


 


3.4
Non-Contravention. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and
compliance with any of the provisions hereof by the Company will not (a) conflict with or violate any provision of Organizational Documents
of the Company, (b) conflict with or violate any Law, Order or required consent or approval applicable to the Company or any of its properties
or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification
of, (iv) accelerate the performance required by the Company under, (v) result in a right of termination or acceleration under, (vi) give
rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted
Lien) upon any of the properties or assets of the Company under, (viii) give rise to any obligation to obtain any third party consent
or approval from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance,
cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material
Contract of the Company, except for any deviations from any of the foregoing clauses (b) or (c) that has not had, and would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to enter into and perform
this Agreement and to consummate the transactions contemplated hereby.


 






    4


     


    

 


ARTICLE
IV



Agreement to Vote; Certain Other Covenants of the Company Shareholders


 


Each
Company Shareholder covenants and agrees with the Company and the Acquiror during the term of this Agreement as follows:


 


4.1
Agreement to Vote.


 


(a)
In Favor of Merger. At any meeting of the shareholders of the Company called to seek the Company Requisite Approval, or at any
adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon
which a vote, consent or other approval with respect to the Merger Agreement, any other Ancillary Agreements, the Merger, or any other
Transactions is sought, each Company Shareholder shall (i), if a meeting is held, appear at such meeting or otherwise cause the Subject
Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted (including
by class vote and/or written consent, if applicable) the Subject Shares in favor of granting the Requisite Company Approval or, if there
are insufficient votes in favor of granting the Company Requisite Approval, in favor of the adjournment such meeting of the shareholders
of Company to a later date but not past June 30, 2022.


 


(b)
Against Other Transactions. At any meeting of shareholders of the Company or at any adjournment thereof, or in connection with
any written consent of the shareholders of the Company or in any other circumstances upon which such Company Shareholder’s vote,
consent or other approval is sought, such Company Shareholder shall vote (or cause to be voted) the Subject Shares (including by withholding
class vote and/or written consent, if applicable) against (i) any business combination agreement, merger agreement or merger (other than
the Merger Agreement and the Merger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or any public offering of any shares of the
Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such
material Subsidiaries, other than in connection with the Transactions, (ii) any Acquisition Proposal relating to the Company, and (iii)
other than any amendment to Organizational Documents of the Company expressly permitted under the terms of the Merger Agreement, any
amendment of Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries,
which, in each of cases (i) and (iii) of this sentence, would be reasonably likely to in any material respect impede, interfere with,
delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of
the Merger Agreement or any other Ancillary Agreement, the Merger, or any other Transaction or change in any manner the voting rights
of any class of the Company’s share capital.


 


(c)
Revoke Other Proxies. Such Company Shareholder represents and warrants that any proxies heretofore given in respect of the Subject
Shares that may still be in effect are not irrevocable, and such proxies have been or are hereby revoked, other than the voting and other
arrangements under the Organizational Documents of the Company.


 


4.2
No Transfer. Other than (1) pursuant to this Agreement, (2) upon the consent of Aquiror or (3) to an Affiliate of such Company
Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the
Company and Acquiror, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was with respect to such
transferred Subject Shares) or (4) with respect to the Excluded Berka Transfer (as defined below), from the date of this Agreement until
the date of termination of this Agreement, such Company Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract
or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer
or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the
actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the Merger, (ii) grant
any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including
pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than
as set forth in this Agreement or the voting and other arrangements under the Organizational Documents of the Company, (iii) take any
action that would make any representation or warranty of such Company Shareholder herein untrue or incorrect, or have the effect of preventing
or disabling such Company Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing
actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties
contained herein untrue or incorrect or would have the effect of preventing or delaying such Company Shareholder from performing any
of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void. Such Company
Shareholder agrees with, and covenants to, Acquiror and the Company that such Company Shareholder shall not request that the Company
register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.
For purposes of this Section 4.2, “Excluded Berka Transfer” means (x) the transfer by Angela Berka of up to
1,000,000 shares Acquiror Common Stock acquired at the Effective Time pursuant to the Merger (including any community, marital or similar
interest in such shares held by Reginald Berka) pursuant to a privately negotiated sale transaction consummated within 30 calendar days
after the Effective Time of the Merger and (y) the entry into any agreement in connection with the a sale and transfer of shares of Acquiror
Common Stock as described in the immediately preceding clause (x), whether entered into before, at or after the Effective Time of the
Merger.


 






    5


     


    

 


4.3
No Solicitation. Prior to the Termination Date, each Company Shareholder agrees not to, directly or indirectly, (i) solicit, initiate
or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, a
Acquisition Proposal in their capacity as such, (ii) participate in any discussions or negotiations regarding, or furnish or receive
to or from any Person (other than the Acquiror, the Company, Merger Sub, the Company’s and Acquiror’s Affiliates and their
respective Representatives) any nonpublic information relating to the Company or its Subsidiaries, in connection with any Acquisition
Proposal, (iii) approve or recommend, or make any public statement approving or recommending an Acquisition Proposal, (iv) enter into
any letter of intent, merger agreement or similar agreement providing for an Acquisition Proposal, (v) make, or in any manner participate
in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to
vote, or seek to advise or influence any Person with respect to voting of the Company capital stock intending to facilitate any Acquisition
Proposal or cause any holder of shares of Company capital stock not to vote to adopt the Merger Agreement and approve the Merger and
the other Transactions, (vi) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act)
with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal or (vii) otherwise resolve
or agree to do any of the foregoing. Each Company Shareholder shall promptly (and in any event within 48 hours) notify Acquiror after
receipt by such Company Shareholder of any Acquisition Proposal, any inquiry or proposal that would reasonably be expected to lead to
an Acquisition Proposal or any inquiry or request for nonpublic information relating to the Company or its Subsidiaries by any Person
who has made or would reasonably be expected to make an Acquisition Proposal. Thereafter, such Company Shareholder shall keep the Acquiror
reasonably informed, on a prompt basis (and in any event within 48 hours), regarding any material changes in the status and material
terms of any such proposal or offer. Each Company Shareholder agrees that, following the date hereof, it and its Representatives shall
cease and cause to be terminated any existing activities, solicitations, discussions or negotiations by such Company Shareholder or its
Representatives with any parties conducted prior to the date hereof with respect to any Acquisition Proposal. Notwithstanding anything
contained herein to the contrary, (i) no Company Shareholder shall be responsible for the actions of the Company or its board of directors
(or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacities as such), employees, professional
advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters
contemplated by this Section 4.3, (ii) no Company Shareholder makes any representations or warranties with respect to the action of any
of the Company Related Parties and (iii) any breach by the Company of its obligations under the Merger Agreement shall not be considered
a breach of this Section 4.3 (for the avoidance of doubt, it being understood the each Company Shareholder shall remain responsible for
any breach by it or its Representatives (other than any such Representative that is a Company Related Party) of this Section 4.3.


 


4.4
Support of Merger. Prior to the Termination Date, such Company Shareholder shall use reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things reasonable necessary to consummate the Merger and the other Transactions
on the terms and subject to the conditions applicable thereto and shall not take any action that would reasonably be expected to materially
delay or prevent the satisfaction of any of the conditions to the Merger and the Transactions set forth under the Merger Agreement.


 


4.5
Waiver of Appraisal and Dissenters’ Rights. Such Company Shareholder hereby irrevocably waives, and agrees not to exercise
or assert, any dissenters’ or appraisal rights under Section 21.460 and Subchapter H, Chapter 10, of the TBOC and any other similar
statute in connection with the Merger and the Merger Agreement.


 


4.6
Agreements related to Company Preferred Stock. Such Company Stockholder that holds Company Preferred Stock hereby agrees to take
all action, including by execution of a written consent, to cause the mandatory and automatic conversion of such Company Preferred Stock
into Company Common Stock immediately prior to the Effective Time of the Merger pursuant to Section 5.1(b) of the Company’s Second
Amended and Restated Certificate of Formation, as amended (as the same may thereafter be amended, restated, or supplemented from time
to time.


 


4.7
New Shares. In the event that prior to the Closing (i) any shares of Acquiror capital stock or other securities of Aquiror are
issued or otherwise distributed to such Company Shareholder pursuant to any stock dividend or distribution, or any change in any of the
Acquiror shares of capital stock by reason of any stock split-up, recapitalization, combination, exchange of shares or the like, (ii)
such Company Shareholder acquires legal or beneficial ownership of any Acquiror Shares after the date of this Agreement, including upon
exercise of options or settlement of restricted share units or (iii) such Company Shareholder acquires the right to vote or share in
the voting of any Acquiror shares of capital stock after the date of this Agreement (collectively, the “New Securities”),
for the avoidance of doubt, the terms “Subject Shares” shall be deemed to refer to and include such New Securities (including
all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed
or exchanged into).


 






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ARTICLE
V



Additional Agreements of the Parties


 


5.1
Company Shareholder Release. Each Company Shareholder on its own behalf, and each of its and their successors, assigns and executors
(each, a “Shareholder Releasor”), effective as at the Merger Effective Date, shall be deemed to have, and hereby
does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, Acquiror,
their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers
and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (i) any and all obligations
or duties the Company, Acquiror or any of their respective Subsidiaries has prior to or as of the Merger Effective Date to such Shareholder
Releasor or (ii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action
of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the Merger Effective Date,
against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure
to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior
to the Merger Effective Date (except in the event of Fraud on the part of a Company Releasee); provided, however, that
nothing contained in this Section 5.2(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations
of any party (i) arising under this Agreement, the Merger Agreement, the Ancillary Agreements, or the Company’s Organizational
Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company
or any of its Subsidiaries, (iii) arising under any then-existing insurance policy of the Company or any of its Subsidiaries, (iv) pursuant
to a contract and/or Company or any of its Subsidiaries policy, to reimbursements for reasonable and necessary business expenses incurred
and documented prior to the Merger Effective Date, or (v) for any claim for Fraud.


 


5.2
Termination. This Agreement shall terminate upon the earliest of (i) the Merger Effective Time (provided, however,
that upon such termination, Section 4.5, Section 5.1, Section 5.2, and Article VI shall survive indefinitely) and
(ii) the termination of the Merger Agreement in accordance with its terms, and upon such termination, no party shall have any liability
hereunder other than for its willful and material breach of this Agreement prior to such termination; provided, however, that no party
to this Agreement shall be relieved from any liability to the other party hereto resulting from a Willful Breach of this Agreement.


 


5.3
Further Assurances. Each Company Shareholder shall, from time to time, (i) execute and deliver, or cause to be executed and delivered,
such additional or further consents, documents and other instruments as Acquiror or the Company may reasonably request for the purpose
of effectively carrying out the transactions contemplated by this Agreement, the Merger Agreement and the other Ancillary Agreements
and (ii) refrain from exercising any veto right, consent right or similar right (whether under the Organizational Documents of the Company
or the TBOC or DGCL) which would impede, disrupt, prevent or otherwise adversely affect the consummation of the Merger or any other Transaction.


 






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ARTICLE
VI



General Provisions


 


6.1
Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or
sent by overnight courier (providing proof of delivery) to the Company and Acquiror in accordance with Section 11.02 of the Merger Agreement
and to such Company Shareholder at its address set forth set forth on Schedule A hereto (or at such other address for a party
as shall be specified by like notice).


 


6.2
Disclosure. Each of the Company Shareholders authorized Acquiror and the Company to publish and disclose in any announcement or
disclosure required by the SEC, the Company Shareholder’s identity and ownership of the Subject Shares and the nature of the Company
Shareholder’s obligations under this Agreement; provided, that prior to any such publication or disclosure Acquiror and the Company
have provided the Company Shareholder with an opportunity to review and comment on such announcement or disclosure, which comments Acquiror
and the Company will consider in good faith.


 


6.3
Governing Law. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of or
relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising
out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this
Agreement) shall be governed by the Laws of the State of Delaware (without giving effect to choice of law principles thereof).


 


6.4
Miscellaneous. The provisions of Article XI of the Merger Agreement are incorporated herein by reference, mutatis mutandis,
as if set forth in full herein.


 


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    8


     


    

 


IN
WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.


 





	 	CLEANTECH
    ACQUISITON CORP.
	 	 	 
	 	Signature: 	/s/
    Eli Spiro 
	 	Name:	Eli
    Spiro
	 	Title:	Chief
    Executive Officer


 





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IN
WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.


 


	 	NAUTICUS
    ROBOTICS, INC.
	 	 	 
	 	Signature: 	/s/
    Nicolaus Radford 
	 	Name:	Nicolaus
    A. Radford
	 	Title:	President
    and Chief Executive Officer



 


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IN
WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.


 


	 	COMPANY
    SHAREHOLDERS:
	 	 
	 	Angela
    Berka
	 	 	 
	 	Signature:	/s/
    Angela Berka 
	 	Name:	Angela
    Berka



 


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IN
WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.


 


	 	COMPANY
    SHAREHOLDERS:
	 	 
	 	Schlumberger
    Technology
	 	 	 
	 	Signature: 	/s/
    Arindam Bhattacharya  
	 	Name:	Arindam
    Bhattacharya
	 	Title:	Director,
    Schlumberger Ventures



 





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IN
WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.


 


	 	COMPANY
    SHAREHOLDERS:
	 	 
	 	Nicolaus
    A. Radford
	 	 	 
	 	Signature: 	/s/
    Nicolaus Radford
	 	Name:	Nicolaus
    Radford



 


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IN
WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.


 


	 	COMPANY
    SHAREHOLDERS:
	 	 
	 	Transocean
    Inc.
	 	 	 
	 	Signature: 	/s/
    Colin Berryman
	 	Name:	Colin
    Berryman
	 	Title:	President


 


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Schedule A





 


	Name
    of Company Shareholder	 	Number
    of

 Share of 

Company 

Common Stock	 	 	Number
    of 

Shares of 

Company 

Series A 

Preferred 

Stock	 	 	Number
    of 

Shares of 

Company 

Series B 

Preferred 

Stock	 	 	Converting
    

Company 

Convertible 

Notes	 
	Schlumberger
    Technology	 	 	0	 	 	 	334,800	 	 	 	181,356	 	 	 	42,229	 
	Transocean
    Inc.	 	 	0	 	 	 	0	 	 	 	544,070	 	 	 	42,229	 
	Angela
    Berka	 	 	271,000	 	 	 	0	 	 	 	0	 	 	 	0	 
	Nicolaus
    Radford	 	 	211,700	 	 	 	0	 	 	 	0	 	 	 	0	 



 


 


 


Sch. A-1