Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this ___ day of _______, 2021, by and between CleanTech Acquisition
Corp, a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”).
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as
defined below).


 


WHEREAS, the Company and the
other parties named therein propose to enter into an agreement and plan of merger (as it may be amended, the “Transaction Agreement”),
pursuant to which, among other things, a wholly-owned subsidiary of the Company will merge with and into Nauticus Robotics, Inc., a Texas
corporation (“Nauticus”), and Nauticus will continue as the surviving corporation and as a wholly-owned subsidiary
of the Company (the “Transaction”);


 


WHEREAS, in connection with
and contingent on the closing of the Transaction (the “Transaction Closing”), as contemplated by the Transaction Agreement,
and pursuant to the terms and conditions hereof, Subscriber desires to subscribe for and purchase from the Company that number of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereto
for a purchase price of $10.00 per share (the “Per Share Price”), or the aggregate purchase price set forth on the
signature page hereto (the “Purchase Price”), and the Company desires to issue and sell to Subscriber at the Closing
the Securities (as defined below) in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company on
or prior to the Closing (as defined below); and


 


WHEREAS, in connection with
the Transaction, certain other institutional “accredited investors” (within the meaning of Rule 501(a) under the Securities
Act of 1933, as amended (the “Securities Act”)) or “qualified institutional buyers” (within the meaning
of Rule 144A under the Securities Act) (the “Other Subscribers”) are entering into separate subscription agreements
with the Company (“Other Subscription Agreements”) substantially similar to this Subscription Agreement, pursuant to
which such Other Subscribers, and Subscriber pursuant to this Subscription Agreement, have agreed, severally and not jointly, to purchase
on the closing date of the Transaction (the “Closing Date”) an aggregate of up to 10,000,000 shares of Common Stock
at the Per Share Price (the “Offering”).


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and pursuant to the terms and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.   Subscription.
Subject to the terms and conditions hereof, Subscriber hereby subscribes for and agrees to purchase from the Company at the Closing, and
the Company hereby agrees to issue and sell to Subscriber, at the Closing, upon the payment of the Purchase Price, that number of shares
of Common Stock set forth on the signature page hereto (the “Securities”) on the terms and conditions set forth herein
(such subscription and issuance, the “Subscription”).


 






     


     


    

 


2.   Representations,
Warranties and Agreements.


 


2.1   Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Securities to Subscriber, Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:


 


2.1.1   Subscriber
has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation
or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. If Subscriber
is an individual, Subscriber has the authority to enter into, deliver and perform Subscriber’s obligations under this Subscription
Agreement.


 


2.1.2   This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. If Subscriber is an individual, the signature on
this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. This Subscription Agreement
constitutes a valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be
limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating
to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


2.1.3   Assuming
the accuracy of the Company’s representations andwarranties as set forth in Section 2.2 hereof, the execution, delivery and performance
by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber or any of its subsidiaries pursuant
to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber
is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably
be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results
of operations of Subscriber and its subsidiaries, taken as a whole, or materially and adversely affect the legal authority or ability
of Subscriber to comply in all material respects with the terms of this Subscription Agreement (a “Subscriber Material Adverse
Effect”); (ii) if Subscriber is not an individual, result in any violation of the provisions of the organizational documents
of Subscriber or any of its subsidiaries in any material respect; or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or government or governmental, tribunal, judicial, administrative federal, state, local, or foreign
or any agency, bureau, board, commission instrumentality or authority thereof, including any state’s attorney general or any court
or arbitrator (public or private) (“Authority”), having jurisdiction over Subscriber or any of its subsidiaries or
any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.


 






    2


     


    

 


2.1.4   The
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set
forth on Schedule A, (ii) is acquiring all of the Securities only for his, her or its own account and not for the account of others,
or if the Subscriber, or the investment advisor to which Subscriber has delegated decision making authority over its investments, is subscribing
for the Securities as a fiduciary or agent for one or more investment accounts, the Subscriber has full investment discretion with respect
to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of
each owner of each such account, and (iii) is acquiring the Securities for investment purposes only and not with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act or the laws of any jurisdiction (and shall provide
the requested information set forth on Schedule A). If the Subscriber is an entity, the Subscriber is not an entity formed for
the specific purpose of acquiring the Securities.


 


2.1.5   Subscriber
understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Securities have not been registered under the Securities Act. Subscriber understands and agrees that the
Securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under
the Securities Act with respect to the Securities except (i) to the Company or a subsidiary thereof, or (ii) pursuant to another applicable
exemption from the registration requirements of the Securities Act that is available and that any book entries representing the Securities
shall contain a restrictive legend to such effect. Subscriber understands and agrees that the Securities will not be eligible for resale
pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Securities will be subject to the
foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Securities
and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. Subscriber understands
that it has been advised to consult legal, tax and accounting counsel prior to making any offer, resale, transfer, pledge or other disposition
of any of the Securities.


 


2.1.6   Subscriber
understands and agrees that Subscriber is purchasing the Securities directly from the Company. Subscriber further acknowledges that there
have been no representations, warranties, covenants and agreements made to Subscriber by the Company or any of its officers or directors,
expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement,
and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription
Agreement.


 


2.1.7   Subscriber
represents and warrants that (i) it is not a Benefit Plan Subscriber as contemplated by the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or (ii) its acquisition and holding of the Securities will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended,
or any applicable similar law.


 






    3


     


    

 


2.1.8   In
making its decision to purchase the Securities, Subscriber represents that it has relied solely upon independent investigation made by
Subscriber and the representations, warranties, and covenants of the Company contained in this Subscription Agreement. Subscriber acknowledges
and agrees that Subscriber has received and has had an adequate opportunity to review, such financial and other information as Subscriber
deems necessary in order to make an investment decision with respect to the Securities and made its own assessment and is satisfied concerning
the relevant tax and other economic considerations relevant to Subscriber’s investment in the Securities. Without limiting the generality
of the foregoing, Subscriber acknowledges that it has had the opportunity to review the documents provided to Subscriber by the Company,
including (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company, dated as of July 16,
2021 and filed with the Securities and Exchange Commission (the “Commission”) (File Nos. 333-256578) (the “Prospectus”),
(ii) each SEC Document (as defined below) through the date of this Subscription Agreement, (iii) the Transaction Agreement, a copy of
which will be filed by the Company with the Commission and (iv) the investor presentation by the Company and Nauticus (the “Investor
Presentation”), a copy of which will be furnished by the Company to the Commission. Subscriber represents and agrees that Subscriber
and its professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers
and obtain such information as Subscriber and its professional advisor(s), if any, have deemed necessary to make an investment decision
with respect to the Securities. The Subscriber further acknowledges that the information contained in the Disclosure Documents is subject
to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information
or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Securities hereunder, except
as otherwise provided herein, and that, in purchasing the Securities, Subscriber is not relying upon any projections contained in the
Investor Presentation. Subscriber acknowledges and agrees that (i) it has not relied on any statements or other information provided by
Coastal Equities, Inc. (the “Placement Agent”) or any of the Placement Agent’s affiliates with respect to its
decision to invest in the Securities, including information related to the Company, Nauticus, the Securities and the offer and sale of
the Securities, (ii) neither the Placement Agent, nor any of the Placement Agent’s affiliates has provided Subscriber with any information
or advice with respect to the Securities, nor is such information or advice necessary or desired, and (iii) neither the Placement Agent
nor any of the Placement Agent’s affiliates has prepared any disclosure or offering document in connection with the offer and sale
of the Securities. Neither the Placement Agent nor any of the Placement Agent’s affiliates has made or makes any representation
as to the Company, Nauticus or the quality or value of the Securities and the Placement Agent and its affiliates may have acquired non-public
information with respect to the Company which Subscriber agrees need not be provided to it. Subscriber agrees the Placement Agent shall
not be liable to Subscriber for any action heretofore or hereafter taken or omitted to be taken by it in connection with Subscriber’s
purchase of the Securities.


 






    4


     


    

 


2.1.9   Subscriber
became aware of this offering of the Securities solely (a) by means of direct contact from the Placement Agent, the Company, Nauticus
or a representative of the Placement Agent, the Company or Nauticus, or (b) directly from the Company as a result of a pre-existing, substantial
relationship with the Company, and the Securities were offered to Subscriber solely by direct contact between Subscriber and either the
Placement Agent or the Company. Subscriber did not become aware of this offering of the Securities, nor were the Securities offered to
Subscriber, by any other means. Subscriber acknowledges that the Placement Agent has not acted as its financial advisor or fiduciary.
Subscriber acknowledges that the Company represents and warrants that the Securities (i) were not offered by any form of general
solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution
in violation of, the Securities Act, or any state securities laws.


 


2.1.10   Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities. Subscriber has
such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in
the Securities, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed
investment decision. Subscriber understands and acknowledges that it (i) is a sophisticated investor, experienced in investing in private
equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and
investment strategies involving a security or securities and (ii) has exercised independent judgment in evaluating its participation in
the purchase of the Securities.


 


2.1.11   Subscriber
represents and acknowledges that Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of the investment in the Securities, has analyzed and fully considered the risks of an investment in the Securities
and determined that the Securities are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable
future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber further acknowledges specifically
that a possibility of total loss of investment exists.


 


2.1.12   Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made
any findings or determination as to the fairness of this investment.


 


2.1.13   Subscriber
represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked
Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which
is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive
Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any OFAC sanctions program, (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized,
incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision,
agency, or instrumentality thereof, of any country or territory embargoed or subject to substantial trade restrictions by the United States;
(iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank
or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited  Investor”).
Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that
Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank
Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT
Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber, directly
or indirectly through a third party administrator, maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it, directly or indirectly through a third party administrator,
maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including
the OFAC List, and to otherwise ensure compliance with OFAC-administered sanctions programs. Subscriber further represents and warrants
that, to the extent required, it, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably
designed to ensure that the funds held by Subscriber and used to purchase the Securities were legally derived.


 






    5


     


    

 


2.1.14   On
the date the Purchase Price will be required to be funded pursuant to Section 3.1, Subscriber will have sufficient immediately
available funds to pay the Purchase Price pursuant to Section 3.1.


 


2.1.15   Subscriber
represents that no disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”)
is applicable to Subscriber or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Subscriber hereby agrees that it shall notify the Company promptly
in writing in the event a Disqualification Event becomes applicable to Subscriber or any of its Rule 506(d) Related Parties, except, if
applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Section
2.1.15, “Rule 506(d) Related Party” shall mean a person or entity that is a direct beneficial owner of Subscriber’s
securities for purposes of Rule 506(d) under the Securities Act.


 


2.1.16   No
broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement or the transactions
contemplated hereby in such a way as to create any liability on the Company.


 


2.1.17   Except
as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Subscriber with the Commission with respect
to the beneficial ownership of the Company’s Common Stock prior to the date hereof, Subscriber is not currently (and at all times
through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision) acting
for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act).


 






    6


     


    

 


2.1.18   No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have
a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase
by such Subscriber and sale of the Securities hereunder such that a declaration to the Committee on Foreign Investment in the United States
would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the
Company from and after the Closing as a result of the purchase by such Subscriber and sale of the Securities hereunder.


 


2.2   Company’s
Representations, Warranties and Agreements. To induce Subscriber to purchase the Securities, the Company hereby represents and warrants
to Subscriber and agrees with Subscriber as follows:


 


2.2.1   The
Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation Law
(the “DGCL”), with the requisite corporate power and authority to own, lease and operate its properties and conduct
its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


2.2.2   The
Securities have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in accordance
with the terms of this Subscription Agreement, and registered with the Company’s transfer agent, the Securities will be validly
issued, fully paid, non-assessable and free and clear of any liens or other restrictions whatsoever (other than those arising under state
or federal securities laws or as set forth herein), and will not be issued in violation of or subject to any preemptive or similar rights
created under the Company’s amended and restated certificate of incorporation or bylaws or under the DGCL or any agreement or other
instrument to which the Company is a party or by which it is otherwise bound.


 


2.2.3   This
Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 


2.2.4   The
execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof),
the issuance and sale of the Securities and the consummation of the certain other transactions contemplated herein will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the
Company is bound or to which any of the property or assets of the Company is subject, which would, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, financial condition, stockholders’
equity or results of operations of the Company or materially and adversely affect the validity of the Securities or the legal authority
or ability of the Company to comply in all material respects with the terms of this Subscription Agreement (a “Material Adverse
Effect”); (ii) result in any violation of the provisions of the organizational documents of the Company in any material
respect; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any Authority having jurisdiction
over the Company or any of its properties that would reasonably be expected to have a Material Adverse Effect.


 






    7


     


    

 


2.2.5   Neither
the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security or solicited
any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the
Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance
or sale of the Securities under the Securities Act.


 


2.2.6   Neither
the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used
in Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities and neither the Company, nor any
person acting on its behalf has offered any of the Securities in a manner involving any public offering under, or in a distribution in
violation of, the Securities Act or any state securities laws.


 


2.2.7   The
Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,
receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company have any knowledge or
reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an
administration.


 


2.2.8   As
of the date of this Subscription Agreement, the authorized capital stock of the Company consists of 200,000,000 shares of Common Stock
and 1,000,000 shares of preferred stock, par value $0.0001 per share, of which 21,562,500 shares of Common Stock are issued and outstanding
as of the date hereof and no preferred shares are issued and outstanding. 15,800,000 shares of Common Stock are reserved for issuance
upon the exercise of the Company’s warrants (“Warrants”). All (i) issued and outstanding shares of Common Stock
have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and (ii)
outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. As of the
date hereof, except as set forth above pursuant to the organizational documents of the Company, the Other Subscription Agreements, the
Transaction Agreement and any promissory notes issued by the Company’s sponsor or its affiliate to the Company for working capital
purposes as described in the SEC Documents (“Sponsor Loans”), there are no outstanding options, warrants or other rights
to subscribe for, purchase or acquire from the Company any shares of Common Stock or other equity interests in the Company, or securities
convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, other than any subsidiary created for
purposes of the Transaction, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether
equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements
or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other
than (A) as set forth in the Company’s filings with the Commission, together with any amendments, restatements or supplements thereto
(the “SEC Documents”) and (B) as contemplated by the Transaction Agreement. Except as disclosed in the SEC Documents,
the Company has no outstanding indebtedness and will not have any outstanding long-term indebtedness as of immediately prior to the Closing
(excluding any Sponsor Loans).


 






    8


     


    

 


2.2.9   Assuming
the accuracy of Subscriber’s representations and warranties set forth in this Subscription Agreement, no registration under the
Securities Act is required for the offer and sale of the Common Stock by the Company to Subscriber and the Common Stock is not being offered
in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.


 


2.2.10   Except
as to the accounting relating to the Warrants, the Company has made all filings required to be filed by it with the Commission and, as
of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities Act and
the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Company makes
no such representation or warranty with respect to any information relating to Nauticus or any of its affiliates included in any SEC Document
or filed as an exhibit thereto. Except as to the accounting relating to the Warrants, each of the financial statements of the Company
included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of
the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position
of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, year-end audit adjustments. As of the date hereof, there are no outstanding or unresolved comments
in comment letters from the Staff of the Commission with respect to any of the SEC Documents.


 


2.2.11   Other
than the Other Subscription Agreements, the Transaction Agreement and any other agreement expressly contemplated by the Transaction Agreement,
the Company has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with
such Other Subscriber’s or investor’s investment in the Company. No Other Subscription Agreement includes a price per Security
different from this Subscription Agreement or other terms, rights or conditions that are more advantageous (economically or otherwise)
in any material respect to any such Other Subscriber than Subscriber hereunder, and such Other Subscription Agreements have not been amended
or modified in any material respect following the date of this Subscription Agreement in any manner that materially benefits the Other
Subscriber thereunder unless Subscriber has been granted the same benefits.


 






    9


     


    

 


2.2.12   The
Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.


 


2.2.13   As
of the date of this Agreement the Company has not received any written communication from a governmental entity that alleges that the
Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


2.2.14   Except
for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect,
as of the date of this Subscription Agreement, there is no (i) action, claim, inquiry, arbitration, investigation, litigation or other
proceeding pending, or, to the knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or
order of any governmental entity or arbitrator outstanding against the Company.


 


2.2.15   Except
for discussions specifically regarding the offer and sale of the Securities, the Company confirms that neither it nor any other person
acting on its behalf has provided Subscriber or its agents or counsel with any information that constitutes or could reasonably be expected
to constitute material, nonpublic information concerning the Company or any of its subsidiaries, other than with respect to the Transaction
and the transactions contemplated by this Subscription Agreement or the Other Subscription Agreements. Except with respect to the Transaction
and the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements, no event or circumstance has occurred
which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company
but which has not been so publicly disclosed.


 


3.   Settlement
Date and Delivery.


 


3.1   Closing.
The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall occur on the closing date of, and immediately
prior to, or simultaneously with, the consummation of the Transaction. Upon written notice from (or on behalf of) the Company to Subscriber
(the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied
on a date that is not less than five (5) business days from the date of the Closing Notice, Subscriber shall deliver to the Company,
at least two (2) business day prior to the scheduled closing date specified in the Closing Notice (the “Scheduled Closing
Date”), to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of United States dollars
in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to
the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated
form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other
than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing,
the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with
its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing does not occur within three
(3) business days of the Scheduled Closing Date, the Company shall promptly (but not later than two (2) business days thereafter)
return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the
Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated
pursuant to Section 5 below, the failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement
or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day”
means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally
authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial
banking institutions in New York, New York are generally open for use by customers on such day).


 






    10


     


    

 


3.2   Conditions
to Closing.


 


3.2.1   The
Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the conditions
that, on the Closing Date:


 


(i)   No
suspension of the qualification of the Securities for offering or sale or trading of the Common Stock on the Nasdaq Capital Market (“Nasdaq”)
shall have occurred and be continuing.


 


(ii)   No
Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or
award (whether temporary preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated
hereby illegal or otherwise prohibiting or enjoining the consummation of the transactions contemplated hereby.


 


(iii)   All
conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement, as determined by the parties to the
Transaction Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that,
by their nature, may only be satisfied at the consummation of the Transaction, but subject to satisfaction of such conditions as of the
consummation of the Transaction), and the Transaction Closing shall be substantially concurrent with the Closing.


 


3.2.2   The
Closing shall also be subject to the satisfaction or valid waiver by the Subscriber of the conditions that, on the Closing Date:


 


(i)   The
Company shall have performed, satisfied and complied in all material respects with all agreements, conditions and covenants required by
this Subscription Agreement to be performed by the Company at or prior to the Closing.


 






    11


     


    

 


(ii)   The
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which
representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties
made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are
qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such
date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each of the representations, warranties and
agreements of the Company contained in this Subscription Agreement as of the Closing Date.


 


(iii)   No
amendment, waiver or modification of the Transaction Agreement shall have occurred that would reasonably be expected to materially and
adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, unless Subscriber
has previously consented in writing to such amendment, waiver or modification.


 


(iv)   Company
shall have filed with Nasdaq an application or supplemental listing application for the listing of the Securities and Nasdaq shall have
raised no objection with respect thereto, subject to official notice of issuance.


 


(v)   There
shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits (economically or otherwise)
the Other Subscribers thereunder unless this Subscription Agreement shall have been amended to reflect the same terms.


 


(vi)   From
and after the date hereof, there shall have not occurred a Material Adverse Effect which is continuing and uncured.


 


3.2.3   The
Closing shall also be subject to the satisfaction or valid waiver by the Company of the conditions that, on the Closing Date:


 


(i)   Subscriber
shall have performed, satisfied and complied in all material respects with all agreements, conditions and covenants required by this Subscription
Agreement to be performed by Subscriber at or prior to the Closing.


 


(ii)   All
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations
and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific
date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality
or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation
of the Closing, shall constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements of the Subscriber
contained in this Subscription Agreement as of the Closing Date.


 






    12


     


    

 


4.   Transfer
Restrictions.


 


4.1   After
the Closing, the Securities may only be resold, transferred, pledged or otherwise disposed of in compliance with state and federal securities
laws and pursuant to an effective registration statement, Rule 144 under the Securities Act (“Rule 144”) or pursuant
to another applicable exemption from the registration requirements of the Securities Act, to the Company or to an affiliate of Subscriber.
As a condition of transfer (other than pursuant to an effective registration statement pursuant to Rule 144 or pursuant to another applicable
exemption from the registration requirements of the Securities Act), any such transferee shall agree in writing to be bound by the terms
of this Subscription Agreement and shall have the rights and obligations of Subscriber under this Agreement.


 


4.2   The
Company acknowledges that the Securities may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such
pledge shall be pursuant to an available exemption from the registration requirements of the Securities Act or pursuant to, and in accordance
with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge
of the Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company nor
its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing
any such lender of such margin agreement with an acknowledgment that the Securities are not subject to any contractual lock up or prohibition
on pledging, the form of such acknowledgment to be subject to review and comment by the Company in all respects.


 


4.3   Subject
to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of the Company’s
transfer agent, the Company shall use commercially reasonable efforts to ensure that instruments, whether certificated or uncertificated,
evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.4 below) (i) following any sale of
such Securities pursuant to Rule 144, (ii) if such Securities are eligible for sale under Rule 144 without the requirement for the Company
to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, and
in each case, Subscriber provides the Company with an undertaking to effect any sales or other transfers in accordance with the Securities
Act, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission).


 


4.4   Subscriber
agrees to the imprinting, so long as is required by this Section 4, of a legend on any of the Securities in the following
form:


 


THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 






    13


     


    

 


4.5
Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction or pursuant
to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase,
or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act,
in each case that result in Subscriber having a net short cash position in respect of the Securities until the Closing (or such earlier
termination of this Subscription Agreement in accordance with its terms). For the avoidance of doubt, nothing contained herein shall prohibit
Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber
or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement, or (ii) any sale
(including the exercise of any redemption right) of securities of the Company (A) held by Subscriber, its controlled affiliates or any
person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement
or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled
affiliates in an open market transaction after the execution of this Subscription Agreement. Notwithstanding the foregoing, (i) nothing
herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or
of Subscriber’s participation in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering
into any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and (ii) in the case of a Subscriber
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets
and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such
Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Subscription Agreement.


 


4.6   The
Company will use its commercially reasonable efforts to make all Securities eligible on the Direct Registration System of the Depository
Trust Company so that Subscriber can move shares to respective prime broker accounts and sell without restriction.


 


5.   Termination.
Except for the provisions of Sections 5, 7, 8 and 9 and the provisions of this Agreement providing for the return of funds previously
delivered in the event the Closing does not occur, all of which shall survive any termination hereunder, this Subscription Agreement shall
terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without
any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Transaction
Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties hereto and Nauticus
to terminate this Subscription Agreement, (iii) at the election of the Subscriber, if the Closing shall not have occurred on or before
the Outside Date (as defined in the Transaction Agreement), or (iv) if any of the conditions to Closing set forth in Section 3.2 are not
satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement are not
consummated at the Closing; provided, that, subject to the limitations set forth in Section 8, nothing herein will relieve
any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies
at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination
of the Transaction Agreement promptly after the termination of such agreement. Upon the termination hereof in accordance with this Section
5, any monies paid by Subscriber to the Company in connection herewith shall promptly (and in any event within two (2) Business Days)
be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber.


 






    14


     


    

 


6.   Registration
Rights.


 


6.1   The
Company agrees that prior to the Closing Date , the Company will file with the Commission (at the Company’s sole cost and expense)
a registration statement to register under and in accordance with the provisions of the Securities Act, the resale of all of the Registrable
Securities (as defined below) on Form S-3 or Form S-1 (which in either case shall be filed pursuant to Rule 415 under the Securities Act
as a secondary-only registration statement), which shall be on Form S-3 if the Company is then eligible for such short form, or any similar
or successor short form registration or, if the Company is not then eligible for such short form registration or would not be able to
register for resale all of the Registrable Securities on Form S-3, on Form S-1 or any similar or successor long form registration (the
“Registration Statement”). The Company will provide a draft of the Registration Statement to Subscriber for review
at least two (2) business days in advance of the filing the Registration Statement, and shall advise Subscriber promptly upon the Registration
Statement being declared effective by the Commission. The Company shall use its commercially reasonable efforts to have the Registration
Statement declared effective by the Commission as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty
(60) calendar days (or ninety (90) calendar days if the Commission notifies the Company that it will “review” the Registration
Statement) following the Closing Date and (ii) the fifth (5th) business day after the date the Company is notified in writing
by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier
date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Registrable
Securities of Subscriber in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information
regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Registrable Securities
as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and Subscriber shall execute
such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder
in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Common Stock
proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the
resale of the Registrable Securities by the Subscribers or otherwise, the Company shall use its best efforts to ensure that the Commission
determines that (1) the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by
or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) Subscriber is not a statutory underwriter. If the
Company is unsuccessful in the efforts described in the preceding sentence then (i) the Company shall cause such Registration Statement
to register for resale such number of Common Stock which is equal to the maximum number of Common Stock as is permitted by the Commission
and (ii) Subscriber shall have an opportunity to withdraw its Registrable Securities. In such event, the number of Common Stock to be
registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders.
The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until
the earliest of (x) such time as when all of Subscriber’s securities included therein cease to be Registrable Securities, (y) such
time as when all of Subscriber’s Registrable Securities included in such Registration Statement have actually been sold and (z)
three years from the Closing Date. The Company will use its commercially reasonable efforts to cause the removal of all restrictive legends
from any Registrable Securities being sold under the Registration Statement at the time of sale of such Registrable Securities upon the
receipt from the Subscriber of such supporting documentation, if any, as requested by the Company. The Company will use commercially reasonable
efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Subscriber to resell
Registrable Securities pursuant to the Registration Statement and Rule 144, qualify the Registrable Securities for listing on the applicable
stock exchange and update or amend the Registration Statement as necessary to include Registrable Securities. “Registrable Securities”
shall mean, as of any date of determination, the Securities and any other equity security issued or issuable with respect to the Securities
by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, provided, however, that
such securities shall cease to be Registrable Securities at the earliest of (A) three (3) years after the Closing Date, (B) the date all
Securities held by Subscriber may be sold by Subscriber without volume or manner of sale limitations pursuant to Rule 144 and without
the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2),
if applicable), (C) the date on which such securities have actually been sold by Subscriber, or (D) when such securities shall have ceased
to be outstanding. Notwithstanding the foregoing, Subscriber shall not be required to sign any form of lock-up agreement in connection
with the Registration Statement. Subscriber may deliver written notice (an “Opt-Out Notice”) to the Company requesting
that Subscriber not receive notices from the Company otherwise required by this Section 6.1; provided, however, that Subscriber may later
revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the
Company shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any
such notice and (ii) Subscriber will notify the Company in writing at least three (3) business days in advance of each intended use of
an effective Registration Statement, and if a notice of a Suspension Event (as defined below) was previously delivered (or would have
been delivered but for the provisions of this Section 6.1) and the related suspension period remains in effect, the Company will so notify
Subscriber, within two (2) business days after Subscriber’s notification to the Company, by delivering to Subscriber a copy of such
previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension
Event promptly following its availability.


 






    15


     


    

 


6.2   At
its expense the Company shall:


 


6.2.1   except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws
that the Company determines to obtain in connection with such registration, continuously effective with respect to Subscriber, and to
keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions,
until all Securities acquired by Subscriber hereunder cease to be Registrable Securities or such shorter period upon which Subscriber
has notified the Company that such Registrable Securities have actually been sold, or otherwise when such Registration Statement is no
longer required to be effective under this Section 6;


 


6.2.2   subject
to an Opt-Out Notice, advise Subscriber within three (3) business days: (A) of the issuance by the Commission of any stop order suspending
the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (B) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and (C) subject to the provisions in this Subscription
Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus included
therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were
made) not misleading. Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising Subscriber of
such events, provide Subscriber with any material, nonpublic information regarding the Company other than to the extent that providing
notice to Subscriber of the occurrence of the events listed in (A) through (C) above constitutes material, nonpublic information regarding
the Company;


 


6.2.3   use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as
promptly as reasonably practicable;


 


6.2.4   upon
the occurrence of any event contemplated in Section 6.2.2, except for such times as the Company is permitted hereunder to suspend, and
has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts
to as promptly as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;


 






    16


     


    

 


6.2.5   use
its commercially reasonable efforts to cause all Securities to be listed on each securities exchange or market, if any, on which the Common
Stock issued by the Company have been listed; and


 


6.2.6   use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated
hereby.


 


6.3   Notwithstanding
anything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof,
(i) if any information (e.g., compensation data) is not readily available and the non-disclosure of which in the Registration Statement
would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of external legal counsel,
to cause the Registration Statement to fail to comply with applicable disclosure requirements, (ii) at any time the Company is required
to file a post-effective amendment to the Registration Statement and the Commission has not declared such amendment effective or (iii)
if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation,
consummation or event, the Company’s board of directors reasonably believes, upon the advice of external legal counsel, would require
additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide
business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable
determination of the Company’s board of directors, upon the advice of external legal counsel, to cause the Registration Statement
to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided,
however, the Company shall not so delay filing or so suspend the use of the Registration Statement on more than two (2) occasions or for
a period of more than sixty (60) consecutive days or more than a total of ninety (90) calendar days, in each case in any three hundred
sixty (360) day period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period
that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus
contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber
agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement (excluding,
for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Subscriber receives copies of a supplemental or amended prospectus
(which the Company agrees to promptly prepare after the completion of the Suspension Event) that corrects the misstatement(s) or omission(s)
referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company
that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice
delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the Company
or, in such Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in such Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities
shall not apply (i) to the extent such Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable
legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention
policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.


 






    17


     


    

 


6.4   The
Company shall indemnify, defend and hold harmless Subscriber (to the extent a seller under the Registration Statement), and any of its
officers, directors, agents, partners, members, stockholders, affiliates, managers, investment advisers and employees, and each person
who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable out-of-pocket
external attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) and expenses
(collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement
of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading or (ii) any violation
or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder,
in connection with the performance of its obligations under this Section 6, except insofar as and to the extent, but only to the extent,
that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber
furnished in writing to the Company by such Subscriber expressly for use therein or such Subscriber has omitted a material fact from such
information or otherwise violated the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder,
in each case, in connection with the registration of the Common Stock; provided, however, that the indemnification contained in this Section
6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable for any Losses to the extent they
arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by such
Subscriber, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Company
in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free writing prospectus”
(as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Company, or (D) in connection with any offers
or sales effected by or on behalf of such Subscriber in violation of Section 6.3 hereof. Subscriber shall notify the Company promptly
of the institution of any proceeding arising from or in connection with the transactions contemplated by this Section 6 of which Subscriber
becomes aware, provided that a failure by Subscriber to provide such notice shall not impact Subscriber’s right to be indemnified
hereunder unless the Company is actually prejudiced thereby. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party and shall survive the transfer of the Securities by Subscriber.


 






    18


     


    

 


6.5   Subscriber
shall (severally and not jointly with any Other Subscriber) indemnify and hold harmless the Company, its directors, officers, agents and
employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration
Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding
Subscriber furnished in writing to the Company by Subscriber expressly for use therein; provided, however, that the indemnification contained
in this Section 6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber
(which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of Subscriber be greater in
amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such
indemnification obligation. The Company shall notify Subscriber promptly of the institution of any proceeding arising from or in connection
with the transactions contemplated by this Section 6 of which the Company becomes aware, provided that a failure by the Company to provide
such notice shall not impact the Company’s right to be indemnified hereunder unless Subscriber is actually prejudiced thereby. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall
survive the transfer of the Securities by Subscriber.


 


6.6   If
the indemnification provided under this Section 6 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party
and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied
by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 6, any legal or
other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this Section 6 from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation
to make a contribution pursuant to this Section 6.6 shall be individual, not joint and several, and in no event shall the liability of
Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable
Securities giving rise to such indemnification obligation.


 






    19


     


    

 


7.   Miscellaneous.


 


7.1   Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


7.1.1   Subscriber
acknowledges that the Company, the Placement Agent and others will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Subscriber agrees to promptly notify the Company if any of the acknowledgments,
understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer accurate in all material
respects. Subscriber further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations and
warranties of Subscriber contained in Section 2.1 of this Subscription Agreement.


 


7.1.2   Each
of the Company and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby, in each case, to the extent required by applicable law.


 


7.1.3   The
Company may request from Subscriber such additional information as the Company may deem reasonably necessary to evaluate the eligibility
of Subscriber to acquire the Securities, and Subscriber shall use reasonable best efforts to promptly provide such information as may
be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures, provided
that the Company agrees to keep confidential any such information provided by Subscriber.


 


7.2   Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and
received (a) when so delivered personally, (b) when sent, with affirmative confirmation of receipt, if sent by email, (c) one (1) business
day after being sent, if sent by reputable, internationally recognized overnight courier service or (d) three (3) business days after
the date of mailing by registered or certified mail (prepaid and return receipt requested), in any case, to the address below or to such
other address or addresses as such person may hereafter designate by notice given hereunder:


 


(i)   if
to Subscriber, to such address or addresses set forth on the signature page hereto;


 


(ii)   if
to the Company (prior to the Closing), to:


 


CleanTech Acquisition
Corp.


207 W. 25th
Street, 9th Floor


New York, NY 10001


Attention: Eli Spiro


E-mail: espiro@axxcesscapital.com


 






    20


     


    

 


with a required copy to (which copy shall not constitute
notice):


 


Loeb & Loeb LLP

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Giovanni Caruso

E-mail: gcaruso@loeb.com


 


and


 


Nauticus Robotics, Inc.


17146 Feathercraft Lane, Suite 450


Webster, TX 77598


Attention: Nicolaus Radford, CEO &
CTO


Email: nradford@nauticusrobotics.com


 


and


 


Winston & Strawn
LLP


800 Capitol Street,
Suite 2400


Houston, TX 77002


Attn: Michael Blankenship


Facsimile No.: (713)
651-2678


Email: mblankenship@winston.com


 


and


 


Coastal Equities, Inc.


1201 N. Orange Street,
Ste 729


Wilmington, DE 19801 


Attn: Charles F. Reiling,
III


Email: cfr3@coastal-one.com


 


(iii)   if
to the Company (following the Closing) to:


 


Nauticus Robotics, Inc.


17146 Feathercraft Lane, Suite 450


Webster, TX 77598


Attention: Nicolaus Radford, CEO &
CTO


Email: nradford@nauticusrobotics.com


 


with a required copy to (which copy shall not
constitute notice):


 


Winston & Strawn
LLP


800 Capitol Street,
Suite 2400


Houston, TX 77002


Attn: Michael Blankenship


Facsimile No.: (713)
651-2678


Email: mblankenship@winston.com


 






    21


     


    

 


7.3   Entire
Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality
agreement entered into by the Company and Subscriber in connection with the Offering).


 


7.4   Modifications
and Amendments. This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by
the Company, Subscriber and, if prior to the Transaction Closing, Nauticus.


 


7.5   Waivers
and Consents. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party against whom enforcement of such waiver or consent is sought (and with respect to any
waiver or consent by the Company prior to the Transaction Closing, Nauticus). No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions of this Subscription Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.
No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 


7.6   Assignment.
Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the Subscriber hereunder (other than the
Securities acquired hereunder by Subscriber, if any, after the Closing and Subscriber’s rights under Section 6 above) may be transferred
or assigned without the prior written consent of the Company, and any purported transfer or assignment without such consent shall be null
and void ab initio; provided, however, Subscriber may transfer or assign its rights, interests and obligations hereunder
to a controlled affiliate of Subscriber or another investment fund or account managed or advised by the same manager as Subscriber (or
a related party or affiliate) that can satisfy the requirements of Section 2.1.4 and the other representations and warranties in Section
2.1, provided, further, that no such transfer or assignment without the prior express written consent of the Company shall release
Subscriber of its obligations hereunder and such transferee(s) or assignee(s), as applicable, agrees in writing to be bound by the terms
hereof as if it were the original Subscriber party hereto.


 






    22


     


    

 


7.7   Benefit.


 


7.7.1   Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns. Except as expressly provided for herein, this Subscription Agreement shall not
confer rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.


 


7.7.2   Subscriber
acknowledges and agrees that (a) this Subscription Agreement is being entered into in order to induce Nauticus to execute and deliver
the Transaction Agreement and without the representations, warranties, covenants and agreements of Subscriber hereunder, the Nauticus
would not enter into the Transaction Agreement, (b) each representation, warranty, covenant and agreement of Subscriber hereunder is being
made also for the benefit of the Nauticus and the Placement Agent, and (c) Nauticus may directly enforce (including by an action for specific
performance, injunctive relief or other equitable relief) each of the covenants and agreements of Subscriber under this Subscription Agreement.


 


7.7.3   Each
of the parties agrees that Nauticus is an express third party beneficiary of this Agreement and Nauticus may directly enforce (including
by an action for specific performance, injunctive relief or other equitable relief) each of the provisions of this Agreement, as amended,
modified, supplemented or waived in accordance with Sections 7.4 and 7.5, as if it were a direct party hereto. Each of the parties further
agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of Subscriber and the Company under
this Subscription Agreement.


 


7.8   Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


 


7.9   Consent
to Jurisdiction; Waiver of Jury Trial. The parties hereto agree to submit any matter or dispute resulting from or arising out of the
execution, performance, interpretation, breach or termination of this Agreement to the exclusive jurisdiction of federal or state courts
within the County of New York, State of New York (and any appellate courts thereof) (the “Specified Courts”). Each
of the parties agrees that service of any process, summons, notice or document in the manner set forth in Section 7.2 hereof or in such
other manner as may be permitted by applicable law, shall be effective service of process for any proceeding with respect to any matters
to which it has submitted to jurisdiction in this Section 7.9. Each of the parties hereto irrevocably and unconditionally agrees that
it is subject to, and hereby submits to, the personal jurisdiction of the Specified Courts for any action, suit or proceeding arising
out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the Specified
Courts (the United States District Court for the Southern District of New York, or the applicable New York state courts if the federal
jurisdictional standards are not satisfied), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY.


 






    23


     


    

 


7.10   Non-Reliance
and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty
made by any person (including the Placement Agent, any of its respective affiliates or any
of its or their control persons, officers, directors, employees, partners, agents, and any representatives of any of the foregoing), other
than the statements, representations and warranties of the Company expressly contained in Section 2.2 of this Subscription Agreement,
in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that neither of the
Placement Agent, nor its affiliates or any of its or their respective control persons, officers, directors, employees or representatives
shall have any liability to Subscriber pursuant to, arising out of or relating to this Subscription Agreement,
the negotiation hereof or its subject matter, or the transactions contemplated hereby, including, without limitation, with respect
to any action heretofore or hereafter taken or omitted to be taken by any of them in connection
with the purchase of the Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription
Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided
herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind
furnished by the Company, the Placement Agent, Nauticus or any other person or entity concerning the Company or Nauticus. Subscriber further
acknowledges and agrees that no Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons, members,
officers, directors, partners, agents, employees or other representatives of any such Other Subscriber) shall be liable to Subscriber
pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection
with the purchase of the Securities.


 


7.11   Severability.
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full
force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any
invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision.


 


7.12   Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the Closing until the expiration
of any statute of limitations under applicable law.


 






    24


     


    

 


7.13   Expenses.
The Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


7.14   Headings
and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


7.15   Counterparts.
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf), all of
which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such
signature page were an original thereof.


 


7.16   Construction.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in
breach of the first representation, warranty, or covenant. All references in this Subscription Agreement to numbers of shares, per share
amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization
or the like occurring after the date hereof. As used in this Subscription Agreement, the term: (x) “person” shall refer to
any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental
or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (y) “affiliate” shall mean, with
respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more
intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”
(and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt,
any reference in this Subscription Agreement to an affiliate of the Company will include the Company’s two co-sponsors, CleanTech
Sponsor I LLC and CleanTech Investments, LLC.


 


7.17   Mutual
Drafting. This Subscription Agreement is the joint product of Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 






    25


     


    

 


7.18   Remedies.


 


7.18.1   The
parties agree that the irreparable damage would occur if this Subscription Agreement was not performed in accordance with its specific
terms or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damage. It
is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions,
to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this
Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.9, this being in addition to any other
remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the
right of the parties hereto to cause to cause the other parties hereto to cause the transactions contemplated hereby to be consummated
on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree
(i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert
that a remedy of specific enforcement pursuant to this Section 7.18 is unenforceable, invalid, contrary to applicable law or inequitable
for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would
be adequate.


 


7.18.2   The
parties acknowledge and agree that this Section 7.18 is an integral part of the transactions contemplated hereby and without that right,
the parties hereto would not have entered into this Subscription Agreement.


 


7.18.3   In
any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument or certificate contemplated
hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if any,
the documented and out-of-pocket costs and external attorneys’ fees reasonably incurred by the prevailing party in connection with
the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate
contemplated hereby and, if the adjudicating body determines a party to be the prevailing party under circumstances where the prevailing
party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an appropriate percentage
of the documented out-of-pocket costs and external attorneys’ fees reasonably incurred by the prevailing party in connection with
the adjudication and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate
contemplated hereby or thereby.


 


8.   Disclosure.


 


8.1   The
Company shall, by 5:30 p.m., New York City time, on the first (1st ) business day immediately following the date of this Subscription
Agreement file a Current Report on Form 8-K with the Commission (the time of such filing, “Disclosure Time”) disclosing
and describing all material terms of the transactions contemplated hereby and the Merger, and a form of this Subscription Agreement will
be filed with the Commission as an exhibit thereto. From and after the Disclosure Time, the Company represents to Subscriber that it shall
have publicly disclosed all material, non-public information delivered to Subscriber by the Company, Nauticus or any of their officers,
directors, employees or agents in connection with the transactions contemplated by the Subscription Agreement and the Transaction Agreement,
and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or
oral with Company, Placement Agents or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement.


 






    26


     


    

 


8.2
Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose the name of Subscriber
or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission
or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities
law in connection with the Registration Statement, (ii) in a press release or marketing materials of the Company in connection with the
Merger to the extent any such disclosure is substantially equivalent to the information that has previously been made public without breach
of the obligation under this Section 8.2 and (iii) to the extent such disclosure is required by law, at the request of the Staff of the
Commission or regulatory agency or under the regulations of Nasdaq, in which case the Company shall provide Subscriber with prior written
notice of such disclosure, and shall reasonably consult with the Subscriber regarding such disclosure.


 


9.   Trust
Account Waiver. Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger,
asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber
further acknowledges that, as described in the Prospectus available at www.sec.gov, substantially all of the Company’s assets consist
of the cash proceeds of Company’s initial public offering (including overallotment securities sold by the Company’s underwriter
thereafter) and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the
“Trust Account”) for the benefit of Company, its public shareholders and the underwriters of Company’s initial
public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to Company to pay
its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and
in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged,
Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim
of any kind they now have or may have in the future, in or to any monies held in the Trust Account or distributions therefrom to the Company’s
public stockholders, and agrees not to seek recourse against the Trust Account for any claims in connection with, as a result of, or arising
out of, this Subscription Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section
9 (x) shall serve to limit or prohibit Subscriber’s right to pursue a claim against Company for legal relief against assets
held outside the Trust Account (other than distributions to the Company’s public stockholders), for specific performance or other
equitable relief, (y) shall serve to limit or prohibit any claims that Subscriber may have in the future against Company’s
assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than
distributions to the Company’s public stockholders) and any assets that have been purchased or acquired with any such funds) or
(z) shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s
record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement,
including but not limited to any redemption right with respect to any such securities of the Company.


 


[Signature Pages Follow]


 




    27


     


    

 


IN WITNESS WHEREOF,
each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first set forth above.


 


	 	CLEANTECH ACQUISITION CORP.
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


	Acknowledged:	 
	 	 	 
	NAUTICUS ROBOTICS, INC. 	 
	 	 	 
	By:	      	 
	 	Name:	 
	 	Title:	 


 


{Signature page to
Subscription Agreement]


 



     


     


    

 


Accepted and agreed as of the date first set forth
above.


 


	SUBSCRIBER:	 	 	 
	 	 	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable
	 	 	 	 	 
	 	 	 
	{Please print}	 	{Please print}
	 	 	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 	 	 
	By:	 	 	By:
    	
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


 


	If there are joint investors, please check one:	 	 	 
	 	 	 	 
	☐   Joint Tenants with Rights of Survivorship	 	 	 
	☐   Community Property	 	 	 	 
	☐   Tenants-in-Common	 	 	 	 



 



	Subscriber’s EIN:________________________	 	Joint Subscriber’s EIN: ___________________
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	_____________________________________	 	_____________________________________
	_____________________________________	 	_____________________________________
	 	 	 
	City, State, Zip:_________________________	 	 City, State, Zip: ________________________
	Attn: ________________________________	 	Attn: ____________ ____________________
	Telephone No.: _________________________	 	Telephone No.: _________________________
	Facsimile No: __________________________	 	Facsimile No: __________________________
	Email Address: _________________________	 	Email Address: _________________________



 


	Aggregate Number of shares of Common Stock subscribed for: ____________________________________
	 
	Aggregate Purchase Price: $ ______________________


 


Subscriber must pay the Purchase Price by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice.


 


If Subscriber wants certificated Securities rather
than book-entry form, indicate here: ________


 


{Signature page to Subscription Agreement]


 




     


     


    

 


SCHEDULE A


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Schedule A should be completed by
Subscriber


and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS



 


(Please check the applicable subparagraphs):


 


		1.	☐
Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”) (a “QIB”)).



 


		2.	☐ Subscriber is subscribing for
the Securities as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS



 


(Please check the applicable subparagraphs):


 


		1.	☐ Subscriber is an institutional
“accredited investor” (within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate
box on the following page indicating the provision under which we qualify as an institutional “accredited investor.”



 


		2.	☐ Subscriber is not a natural
person.



 


*** AND ***


 


		C.	AFFILIATE STATUS



 


(Please check the applicable box) SUBSCRIBER:


 


☐ is:

☐ is not


 


an “affiliate” (as defined in Rule 144 under
the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant part, states that an
“accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably
believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly
qualifies as an “accredited investor.”


 






    Sch. A-1


     


    

 


		☐	Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;



 


		☐	Any broker or dealer registered pursuant to section 15 of the Exchange Act;



 


		☐	Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered
pursuant to the laws of a state;



 


		☐	Any investment adviser relying on the exemption from registering with the Commission under section 203(l)
or (m) of the Investment Advisers Act of 1940;



 


		☐	Any insurance company as defined in section 2(a)(13) of the Securities Act;



 


		☐	Any investment company registered under the Investment Company Act or a business development company as
defined in section 2(a) (48) of the Investment Company Act;



 


		☐	Any Small Business Investment Company licensed by the U.S. Small Business Administration under section
301(c) or (d) of the Small Business Investment Act of 1958;



 


		☐	Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development
Act;



 


		☐	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		☐	Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”),
if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and
loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess
of $5,000,000 or, (iii) the plan is a self-directed plan, with investment decisions made solely by persons that are “accredited
investors”;



 


		☐	Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act
of 1940;



 


		☐	Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business
trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in each case that was not formed for the specific
purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;



 






    Sch. A-2


     


    

 


		☐	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in section 230.506(b)(2)(ii) of Regulation D
under the Securities Act;



 


		☐	Any entity, other than an entity described in the categories of “accredited investors” above,
not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;



 


		☐	Any “family office,” as defined under the Investment Advisers Act that satisfies all of the
following conditions: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring
the securities offered and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial
and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;



 


		☐	Any “family client,” as defined under the Investment Advisers Act, of a family office meeting
the requirements in the previous paragraph and whose prospective investment in the issuer is directed by such family office pursuant to
the previous paragraph; or



 


		☐	Any entity in which all of the equity owners are accredited investors.



 


		☐	I have an individual net worth, or joint net worth with my spouse or spousal equivalent, of more than $1,000,000 exclusive of the
value of my primary residence.



 


(For purposes of determining net worth, exclude
the value of your primary residence as well as the amount of indebtedness secured by your primary residence, up to the fair market value.
Any amount in excess of the fair market value of your primary residence must be included as a liability. In the event the indebtedness
on your primary residence was increased in the 60 days preceding the completion of this Agreement, the amount of the increase must be
included as a liability in the net worth calculation. For this purpose, “joint net worth” can be the aggregate net worth of
the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint
net worth standard described herein does not require that the securities be purchased jointly. For this purpose, “spousal equivalent”
means a cohabitant occupying a relationship generally equivalent to that of a spouse.)


 


		☐	I have an individual income in excess of $200,000, or joint income with my spouse or spousal equivalent in excess of $300,000, in
each of the 2 most recent years and I have a reasonable expectation of reaching the same income level in the current year.



 


		☐	I hold, in good standing, 1 or more professional certifications or designations or credentials from an accredited educational institution
that the SEC has designated as qualifying an individual for accredited investor status and which the SEC has posted as qualifying. (For
this purpose, the SEC has posted the following qualifying professional certifications: holders in good standing of FINRA Series 7, Series
65, and Series 82 licenses.)



 






    Sch. A-3


     


    

 


FOR CANADIAN RESIDENT SUBSCRIBERS ONLY


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this ___ day of _______, 2021, by and between CleanTech Acquisition
Corp, a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”).
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as
defined below).


 


WHEREAS, the Company and the
other parties named therein propose to enter into an agreement and plan of merger (as it may be amended, the “Transaction Agreement”),
pursuant to which, among other things, a wholly-owned subsidiary of the Company will merge with and into Nauticus Robotics, Inc., a Texas
corporation (“Nauticus”), and Nauticus will continue as the surviving corporation and as a wholly-owned subsidiary
of the Company (the “Transaction”);


 


WHEREAS, in connection with
and contingent on the closing of the Transaction (the “Transaction Closing”), as contemplated by the Transaction Agreement,
and pursuant to the terms and conditions hereof, Subscriber desires to subscribe for and purchase from the Company that number of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereto
for a purchase price of $10.00 per share (the “Per Share Price”), or the aggregate purchase price set forth on the
signature page hereto (the “Purchase Price”), and the Company desires to issue and sell to Subscriber at the Closing
the Securities (as defined below) in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company on
or prior to the Closing (as defined below); and


 


WHEREAS, in connection with
the Transaction, certain other institutional “accredited investors” (within the meaning of Rule 501(a) under the Securities
Act of 1933, as amended (the “Securities Act”)) or “qualified institutional buyers” (within the meaning
of Rule 144A under the Securities Act) (the “Other Subscribers”) or “accredited investors” (within the
meaning of National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”))
are entering into separate subscription agreements with the Company (“Other Subscription Agreements”) substantially
similar to this Subscription Agreement, pursuant to which such Other Subscribers, and Subscriber pursuant to this Subscription Agreement,
have agreed, severally and not jointly, to purchase on the closing date of the Transaction (the “Closing Date”) an
aggregate of up to 10,000,000 shares of Common Stock at the Per Share Price (the “Offering”).


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and pursuant to the terms and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.
Subscription. Subject to the terms and conditions hereof, Subscriber hereby subscribes for and agrees to purchase from the
Company at the Closing, and the Company hereby agrees to issue and sell to Subscriber, at the Closing, upon the payment of the Purchase
Price, that number of shares of Common Stock set forth on the signature page hereto (the “Securities”) on the terms
and conditions set forth herein (such subscription and issuance, the “Subscription”).


 






     


     


    

 


2.
Representations, Warranties and Agreements.


 


2.1
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Securities to Subscriber,
Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1
Subscriber has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.
If Subscriber is an individual, Subscriber has the authority to enter into, deliver and perform Subscriber’s obligations under this
Subscription Agreement.


 


2.1.2
This Subscription Agreement has been duly authorized, executed and delivered by Subscriber. If Subscriber is an individual, the
signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. This Subscription
Agreement constitutes a valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except
as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other
laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


2.1.3
Assuming the accuracy of the Company’s representations andwarranties as set forth in Section 2.2 hereof, the execution, delivery
and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will
not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber or any of its
subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument
to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which
would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity
or results of operations of Subscriber and its subsidiaries, taken as a whole, or materially and adversely affect the legal authority
or ability of Subscriber to comply in all material respects with the terms of this Subscription Agreement (a “Subscriber Material
Adverse Effect”); (ii) if Subscriber is not an individual, result in any violation of the provisions of the organizational
documents of Subscriber or any of its subsidiaries in any material respect; or (iii) result in any violation of any statute or any
judgment, order, rule or regulation of any court or government or governmental, tribunal, judicial, administrative federal, state, local,
or foreign or any agency, bureau, board, commission instrumentality or authority thereof, including any state’s attorney general
or any court or arbitrator (public or private) (“Authority”), having jurisdiction over Subscriber or any of its subsidiaries
or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.


 






    2


     


    

 


2.1.4
The Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set
forth on Schedule A, and is an “accredited investor” pursuant to Section 2.3 of NI 45-106 or, if a resident in Ontario,
Section 73.3(2) of the Securities Act (Ontario), as set out in Schedule B attached hereto and is a “permitted client”
(as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations) as
set out in Schedule C attached hereto; (ii) is acquiring all of the Securities only for his, her or its own account and not for
the account of others, or if the Subscriber, or the investment advisor to which Subscriber has delegated decision making authority over
its investments, is subscribing for the Securities as a fiduciary or agent for one or more investment accounts, the Subscriber has full
investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations
and agreements herein on behalf of each owner of each such account, and (iii) is acquiring the Securities for investment purposes only
and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the laws
of any jurisdiction, including, for greater certainty, as applicable, the securities laws, regulations and rules, and the blanket rulings
and policies and written interpretations of, and multilateral or national instruments adopted by, the securities regulatory authorities
of the Canadian jurisdiction in which a Subscriber is resident or is subject to, as the context may require, (“Canadian Securities
Laws”) (and shall provide the requested information set forth on Schedule A). If the Subscriber is an entity, the Subscriber
is not an entity formed for the specific purpose of acquiring the Securities. If a Subscriber is subscribing as agent or trustee for a
principal (beneficial Subscriber) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully
managed by it), it has disclosed the name of the Disclosed Principal to the Company and acknowledges that the Company may be required
by law to disclose to certain regulatory authorities the identity of each Disclosed Principal for whom the Subscriber is acting. In the
case of a subscription for the Securities by a Subscriber acting as trustee or agent for a fully managed account or as agent for a Disclosed
Principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation
in connection with such subscription on behalf of the fully managed account or Disclosed Principal, as applicable, and this Subscription
Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of,
the fully managed account or Disclosed Principal, as applicable.


 


2.1.5
Subscriber understands and agrees that the Securities are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Securities have not been registered under the Securities Act. Subscriber understands and
agrees that the Securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration
statement under the Securities Act with respect to the Securities except (i) to the Company or a subsidiary thereof, or (ii) pursuant
to another applicable exemption from the registration requirements of the Securities Act that is available and that any book entries representing
the Securities shall contain a restrictive legend to such effect. Subscriber understands and agrees that the Securities will not be eligible
for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Securities will be subject
to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the
Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. Subscriber
understands that it has been advised to consult legal, tax and accounting counsel prior to making any offer, resale, transfer, pledge
or other disposition of any of the Securities. Notwithstanding the foregoing, the Subscriber will consult its own legal advisors with
respect to trading in the Securities when issued and with respect to the resale restrictions imposed by the Canadian Securities Laws of
the jurisdiction in which the Subscriber resides and other applicable securities laws, and acknowledges and agrees that no representation
has been made respecting the applicable hold periods imposed by the Canadian Securities Laws or other resale restrictions applicable to
such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities,
that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and
the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions
and the Subscriber is aware that it (or disclosed principals for whom it is contracting hereunder) may not be able to resell such securities
except in accordance with limited exemptions under the Canadian Securities Laws and other applicable securities laws. The Subscriber further
understands and acknowledges that (i) the Company is not a reporting issuer in any province or territory in Canada and its securities
are not listed on any stock exchange in Canada and there is currently no public market for the Securities in Canada; and (ii) the Company
currently has no intention of becoming a reporting issuer in Canada and the Company is not obligated to file and has no present intention
of filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the Securities to the public, or listing
the Company’s securities on any stock exchange in Canada and thus the applicable restricted period or hold period may not commence
and the Securities may be subject to an unlimited hold period or restricted period in Canada and in that case may only be sold pursuant
to limited exemptions under applicable securities legislation.


 






    3


     


    

 


2.1.6
Subscriber understands and agrees that Subscriber is purchasing the Securities directly from the Company. Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to Subscriber by the Company or any of its officers
or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription
Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this
Subscription Agreement.


 


2.1.7
Subscriber represents and warrants that (i) it is not a Benefit Plan Subscriber as contemplated by the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), or (ii) its acquisition and holding of the Securities will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986,
as amended, or any applicable similar law.


 


2.1.8
In making its decision to purchase the Securities, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and the representations, warranties, and covenants of the Company contained in this Subscription Agreement. Subscriber
acknowledges and agrees that Subscriber has received and has had an adequate opportunity to review, such financial and other information
as Subscriber deems necessary in order to make an investment decision with respect to the Securities and made its own assessment and is
satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Securities. Without
limiting the generality of the foregoing, Subscriber acknowledges that it has had the opportunity to review the documents provided to
Subscriber by the Company, including (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company,
dated as of July 16, 2021 and filed with the Securities and Exchange Commission (the “Commission”) (File Nos. 333-256578)
(the “Prospectus”), (ii) each SEC Document (as defined below) through the date of this Subscription Agreement, (iii)
the Transaction Agreement, a copy of which will be filed by the Company with the Commission and (iv) the investor presentation by the
Company and Nauticus (the “Investor Presentation”), a copy of which will be furnished by the Company to the Commission
and to any Canadian securities regulatory authority as may be required under Canadian Securities Laws. Subscriber represents and agrees
that Subscriber and its professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions,
receive such answers and obtain such information as Subscriber and its professional advisor(s), if any, have deemed necessary to make
an investment decision with respect to the Securities. The Subscriber further acknowledges that the information contained in the Disclosure
Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based
on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Securities
hereunder, except as otherwise provided herein, and that, in purchasing the Securities, Subscriber is not relying upon any projections
contained in the Investor Presentation. Subscriber acknowledges and agrees that (i) it has not relied on any statements or other information
provided by Coastal Equities, Inc. (the “Placement Agent”) or any of the Placement Agent’s affiliates with respect
to its decision to invest in the Securities, including information related to the Company, Nauticus, the Securities and the offer and
sale of the Securities, (ii) neither the Placement Agent, nor any of the Placement Agent’s affiliates has provided Subscriber with
any information or advice with respect to the Securities, nor is such information or advice necessary or desired, and (iii) neither the
Placement Agent nor any of the Placement Agent’s affiliates has prepared any disclosure or offering document in connection with
the offer and sale of the Securities. Neither the Placement Agent nor any of the Placement Agent’s affiliates has made or makes
any representation as to the Company, Nauticus or the quality or value of the Securities and the Placement Agent and its affiliates may
have acquired non-public information with respect to the Company which Subscriber agrees need not be provided to it. Subscriber agrees
the Placement Agent shall not be liable to Subscriber for any action heretofore or hereafter taken or omitted to be taken by it in connection
with Subscriber’s purchase of the Securities. The Subscriber acknowledges that, except for the Investor Presentation, it has not
received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum (within the meaning
of Canadian Securities Laws), any prospectus, sales or advertising literature, or any other document describing or purporting to describe
the Company, Nauticus, their business and affairs or the transactions contemplated herein (including the Transaction) which has been prepared
for delivery to, and review by , prospective investors in order to assist them in making an investment decision in respect of the Securities.


 






    4


     


    

 


2.1.9
Subscriber became aware of this offering of the Securities solely (a) by means of direct contact from the Placement Agent, the
Company, Nauticus or a representative of the Placement Agent, the Company or Nauticus, or (b) directly from the Company as a result of
a pre-existing, substantial relationship with the Company, and the Securities were offered to Subscriber solely by direct contact between
Subscriber and either the Placement Agent or the Company. Subscriber did not become aware of this offering of the Securities, nor were
the Securities offered to Subscriber, by any other means. Subscriber acknowledges that the Placement Agent has not acted as its financial
advisor or fiduciary. Subscriber acknowledges that the Company represents and warrants that the Securities (i) were not offered by
any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws or Canadian Securities Laws.


 


2.1.10
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities.
Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
an investment in the Securities, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary
to make an informed investment decision. Subscriber understands and acknowledges that it (i) is a sophisticated investor, experienced
in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard
to all transactions and investment strategies involving a security or securities and (ii) has exercised independent judgment in evaluating
its participation in the purchase of the Securitie.


 


2.1.11
Subscriber represents and acknowledges that Subscriber has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the investment in the Securities, has analyzed and fully considered the risks of an investment
in the Securities and determined that the Securities are a suitable investment for Subscriber and that Subscriber is able at this time
and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber further
acknowledges specifically that a possibility of total loss of investment exists.


 


2.1.12
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Securities or made any findings or determination as to the fairness of this investment.


 






    5


     


    

 


2.1.13
Subscriber represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated
Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification
List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a
person or entity prohibited by any OFAC sanctions program, (ii) owned or controlled by, or acting on behalf of, a person, that is named
on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government,
including any political subdivision, agency, or instrumentality thereof, of any country or territory embargoed or subject to substantial
trade restrictions by the United States; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R.
Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
 Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required
by applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA
PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber, directly or indirectly through a third party administrator, maintains policies and procedures reasonably
designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it,
directly or indirectly through a third party administrator, maintains policies and procedures reasonably designed for the screening of
its investors against the OFAC sanctions programs, including the OFAC List, and to otherwise ensure compliance with OFAC-administered
sanctions programs. Subscriber further represents and warrants that, to the extent required, it, directly or indirectly through a third-party
administrator, maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase
the Securities were legally derived.


 


2.1.14
On the date the Purchase Price will be required to be funded pursuant to Section 3.1, Subscriber will have sufficient immediately
available funds to pay the Purchase Price pursuant to Section 3.1.


 


2.1.15
Subscriber represents that no disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification
Event”) is applicable to Subscriber or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for
a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Subscriber hereby agrees that it shall notify
the Company promptly in writing in the event a Disqualification Event becomes applicable to Subscriber or any of its Rule 506(d) Related
Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes
of this Section 2.1.15, “Rule 506(d) Related Party” shall mean a person or entity that is a direct beneficial owner of Subscriber’s
securities for purposes of Rule 506(d) under the Securities Act.


 






    6


     


    

 


2.1.16
No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on the Company.


 


2.1.17
Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Subscriber with the Commission
with respect to the beneficial ownership of the Company’s Common Stock prior to the date hereof, Subscriber is not currently (and
at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision)
acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act).


 


2.1.18
No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the
purchase by such Subscriber and sale of the Securities hereunder such that a declaration to the Committee on Foreign Investment in the
United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208)
over the Company from and after the Closing as a result of the purchase by such Subscriber and sale of the Securities hereunder.


 


2.1.19
The funds representing the Subscriber’s Purchase Price which will be advanced by the Subscriber to the Company hereunder,
as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Company may in the future be required by
law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription
hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (i) none of the Subscriber’s Purchase
Price to be provided by the Subscriber (A) have been or will be derived from or related to any activity that is deemed criminal under
the laws of Canada, the United States of America or any other jurisdiction, or (B) are being tendered on behalf of a person or entity
who has not been identified to the Subscriber, and (ii) it shall promptly notify the Company if the Subscriber discovers that any of such
representations ceases to be true, and to provide the Company with appropriate information in connection therewith.


 


2.1.20
The Subscriber acknowledges that the Company has advised the Subscriber that the Subscriber is relying on an exemption from the
requirements to provide the Subscriber with a prospectus under Canadian Securities Laws and, as a consequence of acquiring the Securities
pursuant to these exemptions, certain protections, rights and remedies provided by Canadian Securities Laws, including applicable statutory
rights of rescission or damages, will not be available to the Subscriber.


 






    7


     


    

 


2.2
Company’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Securities, the Company
hereby represents and warrants to Subscriber and agrees with Subscriber as follows:


 


2.2.1
The Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation
Law (the “DGCL”), with the requisite corporate power and authority to own, lease and operate its properties and conduct
its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


2.2.2
The Securities have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in
accordance with the terms of this Subscription Agreement, and registered with the Company’s transfer agent, the Securities will
be validly issued, fully paid, non-assessable and free and clear of any liens or other restrictions whatsoever (other than those arising
under state or federal securities laws or as set forth herein), and will not be issued in violation of or subject to any preemptive or
similar rights created under the Company’s amended and restated certificate of incorporation or bylaws or under the DGCL or any
agreement or other instrument to which the Company is a party or by which it is otherwise bound.


 


2.2.3
This Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation
of the Company, enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


2.2.4
The execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions
hereof), the issuance and sale of the Securities and the consummation of the certain other transactions contemplated herein will not (i)
conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any
indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or
by which the Company is bound or to which any of the property or assets of the Company is subject, which would, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, financial
condition, stockholders’ equity or results of operations of the Company or materially and adversely affect the validity of the Securities
or the legal authority or ability of the Company to comply in all material respects with the terms of this Subscription Agreement (a “Material
Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Company in any
material respect; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any Authority, having
jurisdiction over the Company or any of its properties that would reasonably be expected to have a Material Adverse Effect.


 






    8


     


    

 


2.2.5
Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security
or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2)
of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the
issuance or sale of the Securities under the Securities Act.


 


2.2.6
Neither the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those
terms are used in Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities and neither the
Company, nor any person acting on its behalf has offered any of the Securities in a manner involving any public offering under, or in
a distribution in violation of, the Securities Act or any state securities laws or Canadian Securities Laws.


 


2.2.7
The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,
receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company have any knowledge or
reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an
administration.


 


2.2.8
As of the date of this Subscription Agreement, the authorized capital stock of the Company consists of 200,000,000 shares of Common
Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of which 21,562,500 shares of Common Stock are issued and
outstanding as of the date hereof and no preferred shares are issued and outstanding. 15,800,000 shares of Common Stock are reserved for
issuance upon the exercise of the Company’s warrants (“Warrants”). All (i) issued and outstanding shares of Common
Stock have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and
(ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. As of
the date hereof, except as set forth above pursuant to the organizational documents of the Company, the Other Subscription Agreements,
the Transaction Agreement and any promissory notes issued by the Company’s sponsor or its affiliate to the Company for working capital
purposes as described in the SEC Documents (“Sponsor Loans”), there are no outstanding options, warrants or other rights
to subscribe for, purchase or acquire from the Company any shares of Common Stock or other equity interests in the Company, or securities
convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, other than any subsidiary created for
purposes of the Transaction, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether
equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements
or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other
than (A) as set forth in the Company’s filings with the Commission, together with any amendments, restatements or supplements thereto
(the “SEC Documents”) and (B) as contemplated by the Transaction Agreement. Except as disclosed in the SEC Documents,
the Company has no outstanding indebtedness and will not have any outstanding long-term indebtedness as of immediately prior to the Closing
(excluding any Sponsor Loans).


 






    9


     


    

 


2.2.9
Assuming the accuracy of Subscriber’s representations and warranties set forth in this Subscription Agreement, no registration
under the Securities Act or Canadian Securities Laws is required for the offer and sale of the Common Stock by the Company to Subscriber
and the Common Stock is not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act or any state securities laws or Canadian Securities Laws.


 


2.2.10
Except as to the accounting relating to the Warrants, the Company has made all filings required to be filed by it with the Commission
and, as of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities
Act and the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when
filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that
the Company makes no such representation or warranty with respect to any information relating to Nauticus or any of its affiliates included
in any SEC Document or filed as an exhibit thereto. Except as to the accounting relating to the Warrants, each of the financial statements
of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the
financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, year-end audit adjustments. As of the date hereof, there are no outstanding or
unresolved comments in comment letters from the Staff of the Commission with respect to any of the SEC Documents.


 


2.2.11
Other than the Other Subscription Agreements, the Transaction Agreement and any other agreement expressly contemplated by the Transaction
Agreement, the Company has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection
with such Other Subscriber’s or investor’s investment in the Company. No Other Subscription Agreement includes a price per
Security different from this Subscription Agreement or other terms, rights or conditions that are more advantageous (economically or otherwise)
in any material respect to any such Other Subscriber than Subscriber hereunder, and such Other Subscription Agreements have not been amended
or modified in any material respect following the date of this Subscription Agreement in any manner that materially benefits the Other
Subscriber thereunder unless Subscriber has been granted the same benefits.


 


2.2.12
The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 






    10


     


    

 


2.2.13
As of the date of this Agreement the Company has not received any written communication from a governmental entity that alleges
that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default
or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


2.2.14
Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect, as of the date of this Subscription Agreement, there is no (i) action, claim, inquiry, arbitration, investigation, litigation
or other proceeding pending, or, to the knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction,
ruling or order of any governmental entity or arbitrator outstanding against the Company.


 


2.2.15
Except for discussions specifically regarding the offer and sale of the Securities, the Company confirms that neither it nor any
other person acting on its behalf has provided Subscriber or its agents or counsel with any information that constitutes or could reasonably
be expected to constitute material, nonpublic information concerning the Company or any of its subsidiaries, other than with respect to
the Transaction and the transactions contemplated by this Subscription Agreement or the Other Subscription Agreements. Except with respect
to the Transaction and the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements, no event or
circumstance has occurred which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or
announcement by the Company but which has not been so publicly disclosed.


 


3.
Settlement Date and Delivery.


 


3.1
Closing. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially
concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall occur on the closing date
of, and immediately prior to, or simultaneously with, the consummation of the Transaction. Upon written notice from (or on behalf of)
the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction
Closing to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, Subscriber shall
deliver to the Company, at least two (2) business day prior to the scheduled closing date specified in the Closing Notice (the “Scheduled
Closing Date”), to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of United States
dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released
to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated
form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other
than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing,
the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with
its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing does not occur within three
(3) business days of the Scheduled Closing Date, the Company shall promptly (but not later than two (2) business days thereafter)
return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the
Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated
pursuant to Section 5 below, the failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement
or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day”
means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally
authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial
banking institutions in New York, New York are generally open for use by customers on such day).


 






    11


     


    

 


3.2
Conditions to Closing.


 


3.2.1
The Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other,
of the conditions that, on the Closing Date:


 


(i)
No suspension of the qualification of the Securities for offering or sale or trading of the Common Stock on the Nasdaq Capital
Market (“Nasdaq”) shall have occurred and be continuing.


 


(ii)
No Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive
order or award (whether temporary preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated
hereby illegal or otherwise prohibiting or enjoining the consummation of the transactions contemplated hereby.


 


(iii)
All conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement, as determined by the parties
to the Transaction Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions
that, by their nature, may only be satisfied at the consummation of the Transaction, but subject to satisfaction of such conditions as
of the consummation of the Transaction), and the Transaction Closing shall be substantially concurrent with the Closing.


 


3.2.2
The Closing shall also be subject to the satisfaction or valid waiver by the Subscriber of the conditions that, on the Closing
Date:


 


(i)
The Company shall have performed, satisfied and complied in all material respects with all agreements, cnditions and covenants
required by this Subscription Agreement to be performed by the Company at or prior to the Closing.


 


(ii)
The representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein),
which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties
made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are
qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such
date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each of the representations, warranties and
agreements of the Company contained in this Subscription Agreement as of the Closing Date.


 






    12


     


    

 


(iii)  No
amendment, waiver or modification of the Transaction Agreement shall have occurred that would reasonably be expected to materially
and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement,
unless Subscriber has previously consented in writing to such amendment, waiver or modification.


 


(iv)
Company shall have filed with Nasdaq an application or supplemental listing application for the listing of the Securities and Nasdaq
shall have raised no objection with respect thereto, subject to official notice of issuance.


 


(v)
There shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits (economically
or otherwise) the Other Subscribers thereunder unless this Subscription Agreement shall have been amended to reflect the same terms.


 


(vi)  From
and after the date hereof, there shall have not occurred a Material Adverse Effect. which is continuing and uncured.


 


3.2.3
The Closing shall also be subject to the satisfaction or valid waiver by the Company of the conditions that, on the Closing Date:


 


(i)
Subscriber shall have performed, satisfied and complied in all material respects with all agreements, conditions and covenants
required by this Subscription Agreement to be performed by Subscriber at or prior to the Closing.


 


(ii)
All representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which
representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties
made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are
qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects)
as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Subscriber of each of the representations,
warranties and agreements of the Subscriber contained in this Subscription Agreement as of the Closing Date.


 






    13


     


    

 


4.
Transfer Restrictions.


 


4.1
After the Closing, the Securities may only be resold, transferred, pledged or otherwise disposed of in compliance with Canadian
Securities Laws and state and federal securities laws and pursuant to an effective registration statement, Rule 144 under the Securities
Act (“Rule 144”) or pursuant to another applicable exemption from the registration requirements of the Securities Act,
to the Company or to an affiliate of Subscriber. As a condition of transfer (other than pursuant to an effective registration statement
pursuant to Rule 144 or pursuant to another applicable exemption from the registration requirements of the Securities Act), any such transferee
shall agree in writing to be bound by the terms of this Subscription Agreement and shall have the rights and obligations of Subscriber
under this Agreement.


 


4.2
The Company acknowledges that the Securities may be pledged by Subscriber in connection with a bona fide margin agreement, provided
that such pledge shall be pursuant to an available exemption from the registration requirements of the Securities Act or pursuant to,
and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber
effecting a pledge of the Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither
the Company nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge,
other than providing any such lender of such margin agreement with an acknowledgment that the Securities are not subject to any contractual
lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Company in all respects.
Notwithstanding the foregoing, any such pledge of Securities by the Subscriber may only be conducted in compliance with Canadian Securities
Laws.


 


4.3
Subject to applicable requirements of Canadian Securities Laws, the Securities Act and the interpretations of the Commission thereunder
and any requirements of the Company’s transfer agent, the Company shall use commercially reasonable efforts to ensure that instruments,
whether certificated or uncertificated, evidencing the Securities shall not contain any legend (including the legend set forth in Section
4.4 below) (i) following any sale of such Securities pursuant to Rule 144, (ii) if such Securities are eligible for sale under Rule 144
without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume
or manner-of-sale restrictions, and in each case, Subscriber provides the Company with an undertaking to effect any sales or other transfers
in accordance with the Securities Act, or (iii) if such legend is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the Commission).


 


4.4
Subscriber agrees to the imprinting, so long as is required by this Section 4, of a legend on any of the Securities
in the following form:


 


THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 






    14


     


    

 


In addition, the Subscriber
agrees to imprinting the following legend on the Securities and in the event that no physical certificates are issued, the below constitutes
written notice of the legend restriction under applicable Canadian Securities Laws:


 


UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I)
[INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


4.5
 Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction
or pursuant to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option
to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the
Exchange Act, in each case that result in Subscriber having a net short cash position in respect of the Securities until the Closing (or
such earlier termination of this Subscription Agreement in accordance with its terms). For the avoidance of doubt, nothing contained herein
shall prohibit Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates or any person or entity acting
on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement,
or (ii) any sale (including the exercise of any redemption right) of securities of the Company (A) held by Subscriber, its controlled
affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription
Agreement or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its
controlled affiliates in an open market transaction after the execution of this Subscription Agreement. Notwithstanding the foregoing,
(i) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement
or of Subscriber’s participation in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from
entering into any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and (ii) in the case of a
Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s
assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions
of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Subscription Agreement.


 


4.6
The Company will use its commercially reasonable efforts to make all Securities eligible on the Direct Registration System of the
Depository Trust Company so that Subscriber can move shares to respective prime broker accounts and sell without restriction.


 


5. Termination. Except
for the provisions of Sections 5, 7, 8 and 9 and the provisions of this Agreement providing for the return of funds previously delivered
in the event the Closing does not occur, all of which shall survive any termination hereunder, this Subscription Agreement shall terminate
and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further
liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Transaction Agreement
is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties hereto and Nauticus to
terminate this Subscription Agreement, (iii) at the election of the Subscriber, if the Closing shall not have occurred on or before the
Outside Date (as defined in the Transaction Agreement), or (iv) if any of the conditions to Closing set forth in Section 3.2 are not
satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement are
not consummated at the Closing; provided, that, subject to the limitations set forth in Section 8, nothing herein will relieve
any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies
at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination
of the Transaction Agreement promptly after the termination of such agreement. Upon the termination hereof in accordance with this Section
5, any monies paid by Subscriber to the Company in connection herewith shall promptly (and in any event within two (2) Business Days)
be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber.


 






    15


     


    

 


6.
Registration Rights.


 


6.1
The Company agrees that prior to the Closing Date , the Company will file with the Commission (at the Company’s sole cost
and expense) a registration statement to register under and in accordance with the provisions of the Securities Act, the resale of all
of the Registrable Securities (as defined below) on Form S-3 or Form S-1 (which in either case shall be filed pursuant to Rule 415 under
the Securities Act as a secondary-only registration statement), which shall be on Form S-3 if the Company is then eligible for such short
form, or any similar or successor short form registration or, if the Company is not then eligible for such short form registration or
would not be able to register for resale all of the Registrable Securities on Form S-3, on Form S-1 or any similar or successor long form
registration (the “Registration Statement”). The Company will provide a draft of the Registration Statement to Subscriber
for review at least two (2) business days in advance of the filing the Registration Statement, and shall advise Subscriber promptly upon
the Registration Statement being declared effective by the Commission. The Company shall use its commercially reasonable efforts to have
the Registration Statement declared effective by the Commission as soon as practicable after the filing thereof, but no later than the
earlier of (i) sixty (60) calendar days (or ninety (90) calendar days if the Commission notifies the Company that it will “review”
the Registration Statement) following the Closing Date and (ii) the fifth (5th) business day after the date the Company is
notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further
review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to
include the Registrable Securities of Subscriber in the Registration Statement are contingent upon Subscriber furnishing in writing to
the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition
of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities,
and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary
of a selling shareholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including any
or all of the Common Stock proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under
the Securities Act for the resale of the Registrable Securities by the Subscribers or otherwise, the Company shall use its best efforts
to ensure that the Commission determines that (1) the offering contemplated by the Registration Statement is a bona fide secondary offering
and not an offering “by or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) Subscriber is not
a statutory underwriter. If the Company is unsuccessful in the efforts described in the preceding sentence then (i) the Company shall
cause such Registration Statement to register for resale such number of Common Stock which is equal to the maximum number of Common Stock
as is permitted by the Commission and (ii) Subscriber shall have an opportunity to withdraw its Registrable Securities. In such event,
the number of Common Stock to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata
among all such selling shareholders. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness
of the Registration Statement until the earliest of (x) such time as when all of Subscriber’s securities included therein cease
to be Registrable Securities, (y) such time as when all of Subscriber’s Registrable Securities included in such Registration Statement
have actually been sold and (z) three years from the Closing Date. The Company will use its commercially reasonable efforts to cause the
removal of all restrictive legends from any Registrable Securities being sold under the Registration Statement at the time of sale of
such Registrable Securities upon the receipt from the Subscriber of such supporting documentation, if any, as requested by the Company.
The Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably
necessary to enable Subscriber to resell Registrable Securities pursuant to the Registration Statement and Rule 144, qualify the Registrable
Securities for listing on the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable
Securities. “Registrable Securities” shall mean, as of any date of determination, the Securities and any other equity
security issued or issuable with respect to the Securities by way of share split, dividend, distribution, recapitalization, merger, exchange,
replacement or similar event, provided, however, that such securities shall cease to be Registrable Securities at the earliest of (A)
three (3) years after the Closing Date, (B) the date all Securities held by Subscriber may be sold by Subscriber without volume or manner
of sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information
required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (C) the date on which such securities have actually been sold by Subscriber,
or (D) when such securities shall have ceased to be outstanding. Notwithstanding the foregoing, Subscriber shall not be required to sign
any form of lock-up agreement in connection with the Registration Statement. Subscriber may deliver written notice (an “Opt-Out
Notice”) to the Company requesting that Subscriber not receive notices from the Company otherwise required by this Section 6.1;
provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber
(unless subsequently revoked), (i) the Company shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled
to the rights associated with any such notice and (ii) Subscriber will notify the Company in writing at least three (3) business days
in advance of each intended use of an effective Registration Statement, and if a notice of a Suspension Event (as defined below) was previously
delivered (or would have been delivered but for the provisions of this Section 6.1) and the related suspension period remains in effect,
the Company will so notify Subscriber, within two (2) business days after Subscriber’s notification to the Company, by delivering
to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the
conclusion of such Suspension Event promptly following its availability.


 






    16


     


    

 


6.2
At its expense the Company shall:


 


6.2.1
except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration
Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws that the Company determines to obtain in connection with such registration, continuously effective with respect to Subscriber,
and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or
omissions, until all Securities acquired by Subscriber hereunder cease to be Registrable Securities or such shorter period upon which
Subscriber has notified the Company that such Registrable Securities have actually been sold, or otherwise when such Registration Statement
is no longer required to be effective under this Section 6;


 


6.2.2
subject to an Opt-Out Notice, advise Subscriber within three (3) business days: (A) of the issuance by the Commission of any stop
order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (B) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (C) subject to the provisions in
this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus
included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising
Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Company other than to the extent
that providing notice to Subscriber of the occurrence of the events listed in (A) through (C) above constitutes material, nonpublic information
regarding the Company;


 


6.2.3
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as promptly as reasonably practicable;


 


6.2.4
upon the occurrence of any event contemplated in Section 6.2.2, except for such times as the Company is permitted hereunder to
suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable
efforts to as promptly as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to
the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 






    17


     


    

 


6.2.5
use its commercially reasonable efforts to cause all Securities to be listed on each securities exchange or market, if any, on
which the Common Stock issued by the Company have been listed; and


 


6.2.6
use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities
contemplated hereby.


 


6.3
Notwithstanding anything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone the
effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement
or to suspend the effectiveness thereof, (i) if any information (e.g., compensation data) is not readily available and the non-disclosure
of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon
the advice of external legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, (ii)
at any time the Company is required to file a post-effective amendment to the Registration Statement and the Commission has not declared
such amendment effective or (iii) if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or
an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the
advice of external legal counsel, would require additional disclosure by the Company in the Registration Statement of material non-public
information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration
Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of external legal
counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, the Company shall not so delay filing or so suspend the use of the Registration Statement on more
than two (2) occasions or for a period of more than sixty (60) consecutive days or more than a total of ninety (90) calendar days, in
each case in any three hundred sixty (360) day period. Upon receipt of any written notice from the Company of the happening of any Suspension
Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement
or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made (in the case of the prospectus)
not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration
Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Subscriber receives copies of a supplemental
or amended prospectus (which the Company agrees to promptly prepare after the completion of the Suspension Event) that corrects the misstatement(s)
or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified
by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in
such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will
deliver to the Company or, in such Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities
in such Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering
the Registrable Securities shall not apply (i) to the extent such Subscriber is required to retain a copy of such prospectus (a) in order
to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing
document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.


 






    18


     


    

 


6.4
The Company shall indemnify, defend and hold harmless Subscriber (to the extent a seller under the Registration Statement), and
any of its officers, directors, agents, partners, members, stockholders, affiliates, managers, investment advisers and employees, and
each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and within
the meaning of Canadian Securities Laws), to the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including reasonable out-of-pocket external attorneys’ fees and expenses incurred in connection with
defending or investigating any such action or claim) and expenses (collectively, “Losses”), as incurred, that arise
out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus
included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances
under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act
or any state securities law or any rule or regulation thereunder or Canadian Securities Laws, in connection with the performance of its
obligations under this Section 6, except insofar as and to the extent, but only to the extent, that such untrue statements, alleged untrue
statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by such
Subscriber expressly for use therein or such Subscriber has omitted a material fact from such information or otherwise violated the Securities
Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in each case, in connection with the registration
of the Common Stock; provided, however, that the indemnification contained in this Section 6 shall not apply to amounts paid in settlement
of any Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned
or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation which occurs
(A) in reliance upon and in conformity with written information furnished by such Subscriber, (B) in connection with any failure of such
person to deliver or cause to be delivered a prospectus made available by the Company in a timely manner, (C) as a result of offers or
sales effected by or on behalf of any person by means of a “free writing prospectus” (as defined in Rule 405 under the Securities
Act) that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on behalf of such
Subscriber in violation of Section 6.3 hereof. Subscriber shall notify the Company promptly of the institution of any proceeding arising
from or in connection with the transactions contemplated by this Section 6 of which Subscriber becomes aware, provided that a failure
by Subscriber to provide such notice shall not impact Subscriber’s right to be indemnified hereunder unless the Company is actually
prejudiced thereby. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified
party and shall survive the transfer of the Securities by Subscriber.


 






    19


     


    

 


6.5
Subscriber shall (severally and not jointly with any Other Subscriber) indemnify and hold harmless the Company, its directors,
officers, agents and employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or
are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included
in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely
upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly for use therein; provided, however,
that the indemnification contained in this Section 6 shall not apply to amounts paid in settlement of any Losses if such settlement is
effected without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall
the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The Company shall notify Subscriber promptly of the institution
of any proceeding arising from or in connection with the transactions contemplated by this Section 6 of which the Company becomes aware,
provided that a failure by the Company to provide such notice shall not impact the Company’s right to be indemnified hereunder unless
Subscriber is actually prejudiced thereby. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of an indemnified party and shall survive the transfer of the Securities by Subscriber.


 


6.6
If the indemnification provided under this Section 6 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result
of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section
6, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 6 from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation
to make a contribution pursuant to this Section 6.6 shall be individual, not joint and several, and in no event shall the liability of
Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable
Securities giving rise to such indemnification obligation.


 






    20


     


    

 


7.
Miscellaneous.


 


7.1
Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated
by this Subscription Agreement.


 


7.1.1
Subscriber acknowledges that the Company, the Placement Agent and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Subscriber agrees to promptly notify the Company if any of the
acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer accurate
in all material respects. Subscriber further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations
and warranties of Subscriber contained in Section 2.1 of this Subscription Agreement.


 


7.1.2
Each of the Company and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce
this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby, in each case, to the extent required by applicable law.


 


7.1.3
The Company may request from Subscriber such additional information as the Company may deem reasonably necessary to evaluate the
eligibility of Subscriber to acquire the Securities, and Subscriber shall use reasonable best efforts to promptly provide such information
as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures,
provided that the Company agrees to keep confidential any such information provided by Subscriber.


 


7.2
Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given and received (a) when so delivered personally, (b) when sent, with affirmative confirmation of receipt, if sent
by email, (c) one (1) business day after being sent, if sent by reputable, internationally recognized overnight courier service or (d)
three (3) business days after the date of mailing by registered or certified mail (prepaid and return receipt requested), in any case,
to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:


 


(i)
if to Subscriber, to such address or addresses set forth on the signature page hereto;


 






    21


     


    

 


(ii)
if to the Company (prior to the Closing), to:


 


CleanTech Acquisition
Corp.


207 W. 25th
Street, 9th Floor


New York, NY 10001


Attention: Eli Spiro


E-mail: espiro@axxcesscapital.com


 


with a required copy to (which copy shall not constitute
notice):


 


Loeb & Loeb LLP

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Giovanni Caruso

E-mail: gcaruso@loeb.com


 


and


 


Nauticus Robotics, Inc.


17146 Feathercraft Lane, Suite 450


Webster, TX 77598


Attention: Nicolaus Radford, CEO &
CTO


Email: nradford@houstonmechatronics.com


 


and


 


Winston & Strawn
LLP


800 Capitol Street,
Suite 2400


Houston, TX 77002


Attn: Michael Blankenship


Facsimile No.: (713)
651-2678


Email: mblankenship@winston.com


 


and


 


Coastal Equities, Inc.


1201 N. Orange Street,
Ste 729


Wilmington, DE 19801


Attn: Charles F. Reiling,
III


Email: cfr3@coastal-one.com


 



    22


     


    

 


(iii)  if
to the Company (following the Closing) to:


 


Nauticus Robotics, Inc.


17146 Feathercraft Lane, Suite 450


Webster, TX 77598


Attention: Nicolaus Radford, CEO &
CTO


Email: nradford@houstonmechatronics.com


 


with a required copy to (which copy shall not
constitute notice):


 


Winston & Strawn
LLP


800 Capitol Street,
Suite 2400


Houston, TX 77002


Attn: Michael Blankenship


Facsimile No.: (713) 651-2678


Email: mblankenship@winston.com


 


7.3
Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other
than any confidentiality agreement entered into by the Company and Subscriber in connection with the Offering).


 


7.4
Modifications and Amendments. This Subscription Agreement may not be modified, waived or terminated except by an instrument
in writing, signed by the Company, Subscriber and, if prior to the Transaction Closing, Nauticus.


 


7.5
Waivers and Consents. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure
therefrom granted, only by a written document executed by the party against whom enforcement of such waiver or consent is sought (and
with respect to any waiver or consent by the Company prior to the Transaction Closing, Nauticus). No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Subscription Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given,
and shall not constitute a continuing waiver or consent. No failure or delay by a party hereto in exercising any right, power or remedy
under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or
further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall
not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further
action in any circumstances without such notice or demand.


 






    23


     


    

 


7.6
Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the Subscriber
hereunder (other than the Securities acquired hereunder by Subscriber, if any, after the Closing and Subscriber’s rights under Section
6 above) may be transferred or assigned without the prior written consent of the Company, and any purported transfer or assignment without
such consent shall be null and void ab initio; provided, however, Subscriber may transfer or assign its rights, interests
and obligations hereunder to a controlled affiliate of Subscriber or another investment fund or account managed or advised by the same
manager as Subscriber (or a related party or affiliate) that can satisfy the requirements of Section 2.1.4 and the other representations
and warranties in Section 2.1, provided, further, that no such transfer or assignment without the prior express written consent
of the Company shall release Subscriber of its obligations hereunder and such transferee(s) or assignee(s), as applicable, agrees in writing
to be bound by the terms hereof as if it were the original Subscriber party hereto.


 


7.7
Benefit.


 


7.7.1
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns. Except as expressly provided for herein, this Subscription Agreement
shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.


 


7.7.2
Subscriber acknowledges and agrees that (a) this Subscription Agreement is being entered into in order to induce Nauticus to execute
and deliver the Transaction Agreement and without the representations, warranties, covenants and agreements of Subscriber hereunder, the
Nauticus would not enter into the Transaction Agreement, (b) each representation, warranty, covenant and agreement of Subscriber hereunder
is being made also for the benefit of the Nauticus and the Placement Agent, and (c) Nauticus may directly enforce (including by an action
for specific performance, injunctive relief or other equitable relief) each of the covenants and agreements of Subscriber under this Subscription
Agreement.


 


7.7.3
Each of the parties agrees that Nauticus is an express third party beneficiary of this Agreement and Nauticus may directly enforce
(including by an action for specific performance, injunctive relief or other equitable relief) each of the provisions of this Agreement,
as amended, modified, supplemented or waived in accordance with Sections 7.4 and 7.5, as if it were a direct party hereto. Each of the
parties further agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of Subscriber and the
Company under this Subscription Agreement.


 


7.8
Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related
to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution,
performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State
of New York, without giving effect to the principles of conflicts of law thereof.


 






    24


     


    

 


7.9
Consent to Jurisdiction; Waiver of Jury Trial. The parties hereto agree to submit any matter or dispute resulting from or
arising out of the execution, performance, interpretation, breach or termination of this Agreement to the exclusive jurisdiction of federal
or state courts within the County of New York, State of New York (and any appellate courts thereof) (the “Specified Courts”).
Each of the parties agrees that service of any process, summons, notice or document in the manner set forth in Section 7.2 hereof or in
such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding with respect to any
matters to which it has submitted to jurisdiction in this Section 7.9. Each of the parties hereto irrevocably and unconditionally agrees
that it is subject to, and hereby submits to, the personal jurisdiction of the Specified Courts for any action, suit or proceeding arising
out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the Specified
Courts (the United States District Court for the Southern District of New York, or the applicable New York state courts if the federal
jurisdictional standards are not satisfied), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY.


 


7.10  Non-Reliance
and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or
warranty made by any person (including the Placement Agent, any of its respective
affiliates or any of its or their control persons, officers, directors, employees, partners, agents, and any representatives of any
of the foregoing), other than the statements, representations and warranties of the Company expressly contained in Section 2.2 of
this Subscription Agreement, in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that
neither of the Placement Agent, nor its affiliates or any of its or their respective control
persons, officers, directors, employees or representatives shall have any liability to Subscriber pursuant to, arising out of
or relating to this Subscription Agreement, the negotiation hereof or its subject
matter, or the transactions contemplated hereby, including, without limitation, with respect to any
action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities
or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any
written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual
or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the
Company, the Placement Agent, Nauticus or any other person or entity concerning the Company or Nauticus. Subscriber further
acknowledges and agrees that no Other Subscriber pursuant to Other Subscription Agreements (including the controlling persons,
members, officers, directors, partners, agents, employees or other representatives of any such Other Subscriber) shall be liable to
Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of
them in connection with the purchase of the Securities.


 






    25


     


    

 


7.11  Severability.
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will
substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be
valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


7.12  
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription
Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the Closing until
the expiration of any statute of limitations under applicable law.


 


7.13  
Expenses. The Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions
contemplated herein.


 


7.14  
Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


7.15  Counterparts.
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf), all
of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In
the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such signature page were an original thereof.


 


7.16  
Construction. The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Subscription Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to this
Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that
each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto
has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices
shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like
occurring after the date hereof. As used in this Subscription Agreement, the term: (x) “person” shall refer to any
individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or
regulatory body, whether acting in an individual, fiduciary or any other capacity; and (y) “affiliate” shall mean, with
respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or
more intermediaries controls, is controlled by or is under common control with such specified person (where the term
“control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such person, whether through the ownership of voting securities, by contract or
otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the Company will include the
Company’s two co-sponsors, CleanTech Sponsor I LLC and CleanTech Investments, LLC.


 






    26


     


    

 


7.17  
Mutual Drafting. This Subscription Agreement is the joint product of Subscriber and the Company and each provision hereof has
been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any
party hereto.


 


7.18  Remedies.


 


7.18.1  The
parties agree that the irreparable damage would occur if this Subscription Agreement was not performed in accordance with its
specific terms or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such
damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an
injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the
terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.9,
this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to
specific enforcement shall include the right of the parties hereto to cause to cause the other parties hereto to cause the
transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this
Subscription Agreement. The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in
connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 7.18 is
unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for
specific performance, including the defense that a remedy at law would be adequate.


 


7.18.2  The
parties acknowledge and agree that this Section 7.18 is an integral part of the transactions contemplated hereby and without that
right, the parties hereto would not have entered into this Subscription Agreement.


 


7.18.3  
In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument or certificate
contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the
prevailing party, if any, the documented and out-of-pocket costs and external attorneys’ fees reasonably incurred by the
prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other
agreement, document, instrument or certificate contemplated hereby and, if the adjudicating body determines a party to be the
prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the
adjudicating body may award the prevailing party an appropriate percentage of the documented out-of-pocket costs and external
attorneys’ fees reasonably incurred by the prevailing party in connection with the adjudication and the enforcement of its
rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby or
thereby.


 






    27


     


    

 


8.  Disclosure.


 


8.1  
The Company shall, by 5:30 p.m., New York City time, on the first (1st ) business day immediately following the date of
this Subscription Agreement file a Current Report on Form 8-K with the Commission (the time of such filing, “Disclosure
Time”) disclosing and describing all material terms of the transactions contemplated hereby and the Merger, and a form of
this Subscription Agreement will be filed with the Commission as an exhibit thereto. From and after the Disclosure Time, the Company
represents to Subscriber that it shall have publicly disclosed all material, non-public information delivered to Subscriber by the
Company, Nauticus or any of their officers, directors, employees or agents in connection with the transactions contemplated by the
Subscription Agreement and the Transaction Agreement, and Subscriber shall no longer be subject to any confidentiality or similar
obligations under any current agreement, whether written or oral with Company, Placement Agents or any of their affiliates, relating
to the transactions contemplated by this Subscription Agreement.


 


8.2  Notwithstanding
anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose the name of Subscriber or any of
its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission
or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal
securities law in connection with the Registration Statement, (ii) in a press release or marketing materials of the Company in
connection with the Merger to the extent any such disclosure is substantially equivalent to the information that has previously been
made public without breach of the obligation under this Section 8.2 and (iii) to the extent such disclosure is required by law, at
the request of the Staff of the Commission or regulatory agency or under the regulations of Nasdaq, in which case the Company shall
provide Subscriber with prior written notice of such disclosure, and shall reasonably consult with the Subscriber regarding such
disclosure.


 


8.3  
The Subscriber acknowledges that this Subscription Agreement requires the Subscriber to provide certain personal information to the
Company and its agents and advisers as reasonably necessary in connection with the transactions contemplated hereby. Such
information is being collected and will be used by the Company for the purposes of completing the Offering, which includes, without
limitation, determining the Subscriber’s eligibility to purchase the Securities under applicable Canadian and U.S. securities
laws and completing filings required by the applicable securities commission or other securities regulatory authority. The
Subscriber agrees that the Subscriber’s personal information may be disclosed by the Company to: (i) stock exchanges and
applicable securities regulatory authorities, including the applicable securities commissions and Canadian securities regulatory
authorities; (ii) the Company’s transfer agent; (iii) the applicable taxing authorities; and (iv) any of the other parties
involved in the proposed Offering, including legal counsel, and may be included in record books in connection with the Offering. By
executing and delivering this Subscription Agreement, the Subscriber consents to the foregoing collection, use, and disclosure of
the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the
Subscriber documents described herein as may be required to be filed with any stock exchange or securities commission or Canadian
regulatory authorities in connection with the transactions contemplated hereby. In the event the Subscriber has any questions with
respect to the indirect collection of such information by Canadian securities regulatory authorities and regulators, the Subscriber
should contact the applicable securities regulatory authority or regulator using the contact information set forth in Schedule
D attached hereto. If required by applicable Canadian Securities Laws or the Company, the Subscriber will execute, deliver and
file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the
Securities as may be required by any securities commission, stock exchange or other regulatory authority.


 






    28


     


    

 


9.  Trust
Account Waiver. Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a
merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or
assets. Subscriber further acknowledges that, as described in the Prospectus available at www.sec.gov, substantially all of the
Company’s assets consist of the cash proceeds of Company’s initial public offering (including overallotment securities
sold by the Company’s underwriter thereafter) and private placements of its securities, and substantially all of those
proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of Company, its public
shareholders and the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds
held in the Trust Account that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be
disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Company entering into this Subscription
Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives,
hereby irrevocably waives any and all right, title and interest, or any claim of any kind they now have or may have in the future,
in or to any monies held in the Trust Account or distributions therefrom to the Company’s public stockholders, and agrees not
to seek recourse against the Trust Account for any claims in connection with, as a result of, or arising out of, this Subscription
Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 9 (x) shall
serve to limit or prohibit Subscriber’s right to pursue a claim against Company for legal relief against assets held outside
the Trust Account (other than distributions to the Company’s public stockholders), for specific performance or other equitable
relief, (y) shall serve to limit or prohibit any claims that Subscriber may have in the future against Company’s assets
or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account (other than
distributions to the Company’s public stockholders) and any assets that have been purchased or acquired with any such funds)
or (z) shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such
Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this
Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.


 


[Signature Pages Follow]


 




    29


     


    

 


IN WITNESS WHEREOF,
each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first set forth above.


 


	 	CLEANTECH ACQUISITION CORP.






	 	 
	 	By:	 
	 		Name:	 
	 		Title:	 



 


	Acknowledged:	 	 
	 	 	 	 
	NAUTICUS ROBOTICS, INC.	 
	 	 	 	 
	By:	 	 
		Name:	 	 
		Title:	 	 



 


{Signature page to Subscription Agreement]


 




     


     


    

 


Accepted and agreed as of the date first set forth
above.


 


SUBSCRIBER:


 


	Name of Subscriber:	 	Name of Joint Subscriber, if applicable
	_______________________________________	 	_______________________________________
	{Please print}	 	{Please print}
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	                                                                  	 	By:	                                                                  
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:



 


	If there are joint investors, please check one:	 	 
	 	 	 
	☐   Joint
    Tenants with Rights of Survivorship	 	 
	☐   Community
    Property	 	 
	☐   Tenants-in-Common	 	 
	 	 	 
	Subscriber’s EIN: _________________________	 	Joint Subscriber’s EIN: _____________________
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	_______________________________________	 	_______________________________________
	_______________________________________	 	_______________________________________
	 	 	 
	City, State, Zip: ___________________________	 	City, State, Zip: __________________________
	Attn: ___________________________________	 	Attn: __________________________________
	Telephone No.: ___________________________	 	Telephone No.: ___________________________
	Facsimile No: _____________________________	 	Facsimile No: ____________________________
	Email Address: ___________________________	 	Email Address: ___________________________



 


	Aggregate Number of shares of Common Stock subscribed for: 	 
	 	 



 


	Aggregate Purchase Price: $ 	 



 


Subscriber must pay the Purchase Price by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice.


 


If Subscriber wants certificated Securities rather
than book-entry form, indicate here: ________


 


{Signature page to Subscription Agreement]


 




     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Schedule A should be completed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS



 


(Please check the applicable subparagraphs):


 


		1.	☐Subscriber is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)
(a “QIB”)).



 


		2.	☐Subscriber is subscribing for
the Securities as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS



 


(Please check the applicable
subparagraphs):


 


		1.	☐Subscriber is an institutional
“accredited investor” (within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate
box on the following page indicating the provision under which we qualify as an institutional “accredited investor.”



 


		2.	☐Subscriber is not a natural
person.



 


*** AND ***


 


		C.	AFFILIATE STATUS



 


(Please check the applicable box) SUBSCRIBER:


 


		☐	is:



		☐	is not



 


an “affiliate” (as defined in Rule 144 under
the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant part, states that an
“accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably
believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly
qualifies as an “accredited investor.”


 






    A-1


     


    

 


		☐	Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;



 


		☐	Any broker or dealer registered pursuant to section 15 of the Exchange Act;



 


		☐	Any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered
pursuant to the laws of a state;



 


		☐	Any investment adviser relying on the exemption from registering with the Commission under section 203(l)
or (m) of the Investment Advisers Act of 1940;



 


		☐	Any insurance company as defined in section 2(a)(13) of the Securities Act;



 


		☐	Any investment company registered under the Investment Company Act or a business development company as
defined in section 2(a) (48) of the Investment Company Act;



 


		☐	Any Small Business Investment Company licensed by the U.S. Small Business Administration under section
301(c) or (d) of the Small Business Investment Act of 1958;



 


		☐	Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development
Act;



 


		☐	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		☐	Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”),
if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and
loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess
of $5,000,000 or, (iii) the plan is a self-directed plan, with investment decisions made solely by persons that are “accredited
investors”;



 


		☐	Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act
of 1940;



 


		☐	Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business
trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in each case that was not formed for the specific
purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;



 






    A-2


     


    

 


		☐	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in section 230.506(b)(2)(ii) of Regulation D
under the Securities Act;



 


		☐	Any entity, other than an entity described in the categories of “accredited investors” above,
not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;



 


		☐	Any “family office,” as defined under the Investment Advisers Act that satisfies all of the
following conditions: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring
the securities offered and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial
and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;



 


		☐	Any “family client,” as defined under the Investment Advisers Act, of a family office meeting
the requirements in the previous paragraph and whose prospective investment in the issuer is directed by such family office pursuant to
the previous paragraph; or



 


		☐	Any entity in which all of the equity owners are accredited investors.



 


		 ̈	I have an individual net worth, or joint net worth with my spouse or spousal equivalent, of more than $1,000,000 exclusive of the
value of my primary residence.



 


			(For purposes of determining net worth, exclude the value of your primary residence as well as the
                                                                              amount of indebtedness secured by your primary residence, up to the fair market value. Any amount in excess of the fair market value
                                                                              of your primary residence must be included as a liability. In the event the indebtedness on your primary residence was increased in
                                                                              the 60 days preceding the completion of this Agreement, the amount of the increase must be included as a liability in the net worth
                                                                              calculation. For this purpose, “joint net worth” can be the aggregate net worth of the investor and spouse or spousal
                                                                              equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard described
                                                                              herein does not require that the securities be purchased jointly. For this purpose, “spousal equivalent” means a
                                                                              cohabitant occupying a relationship generally equivalent to that of a spouse.)



 


		 ̈	I have an individual income in excess of $200,000, or joint income with my spouse or spousal equivalent in excess of $300,000, in
each of the 2 most recent years and I have a reasonable expectation of reaching the same income level in the current year.



 


		 ̈	I hold, in good standing, 1 or more professional certifications or designations or credentials from an accredited educational institution
that the SEC has designated as qualifying an individual for accredited investor status and which the SEC has posted as qualifying. (For
this purpose, the SEC has posted the following qualifying professional certifications: holders in good standing of FINRA Series 7, Series
65, and Series 82 licenses.)



 




    A-3


     


    

 


SCHEDULE B


 


CANADIAN ACCREDITED INVESTOR STATUS CERTIFICATE


 


This Schedule B should be completed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


 


 


TO BE COMPLETED BY SUBSCRIBERS RESIDENT IN
OR SUBJECT TO THE LAWS OF A JURISDICTION OF CANADA


 


The categories listed herein contain certain
specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category
below, please contact your broker and/or legal advisor before completing this certificate.


 


TO:CleanTech Acquisition Corp. (the
“Company”)


 


In connection with the purchase
by the undersigned Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting, hereby represents,
warrants, covenants and certifies to the Company (and acknowledges that the Company and its counsel are relying thereon) that:


 


		(a)	the Subscriber, or each Disclosed Principal for whom the Subscriber is acting, is resident in or otherwise
subject to the securities laws of one of the jurisdictions of Canada;



 


		(b)	the Subscriber, or each Disclosed Principal for whom the Subscriber is acting, is purchasing the Securities
as principal for its own account and not for the benefit of any other person;



 


		(c)	the Subscriber, or each Disclosed Principal for whom the Subscriber is acting, is an “accredited
investor” within the meaning of NI 45-106 or Section 73.3 of the Securities Act (Ontario) on the basis that the undersigned
fits within the category of an “accredited investor” reproduced below beside which the undersigned has indicated the undersigned
belongs to such category;



 


		(d)	the Subscriber was not created or is not used, solely to purchase or hold securities as an accredited
investor as described in paragraph (m) below; and



 


		(e)	upon execution of this Schedule B by the Subscriber, this Schedule B and if applicable, Appendix I to
this Schedule B, shall be incorporated into and form a part of the Subscription Agreement.



 






    B-1


     


    

 


(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)


 	☐ 	(a)	a Canadian financial institution, or a Schedule III bank;
	 	 	 
	☐ 	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
	 	 	 
	☐ 	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
	 	 	 
	☐ 	(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;
	 	 	 
	☐ 	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
	 	 	 
	☐ 	(e.1) 	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
	 	 	 
	☐ 	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
	 	 	 
	☐ 	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
	 	 	 
	☐ 	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
	 	 	 
	☐ 	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
	 	 	 
	☐ 	(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds C$1,000,000;
	 	 	 
	 	 	[Subscriber must complete Appendix 1 to Schedule B – Form 45-106F9 Risk Acknowledgement Form for Certain Accredited Investors]
	 	 	 
	☐ 	(j.1) 	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5,000,000;
	 	 	 
	 	 	[Subscriber must complete Appendix 1 to Schedule B – Form 45-106F9 Risk Acknowledgement Form for Certain Accredited Investors]




 






    B-2


     


    

 


	☐ 	(k)	an individual whose net income before taxes exceeded C$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
	 	 	 
	 	 	[Subscriber must complete Appendix 1 to Schedule B – Form 45-106F9 Risk Acknowledgement Form for Certain Accredited Investors]
	 	 	 
	☐ 	(l)	an individual who, either alone or with a spouse, has net assets of at least C$5,000,000;
	 	 	 
	 	 	[Subscriber must complete Appendix 1 to Schedule B – Form 45-106F9 Risk Acknowledgement Form for Certain Accredited Investors]
	 	 	 
	☐ 	(m)	a person, other than an individual or investment fund, that has net assets of at least C$5,000,000 as shown on its most recently prepared financial statements;
	 	 	 
	☐ 	(n)	an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
	 	 	 
	☐ 	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
	 	 	 
	☐ 	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
	 	 	 
	☐ 	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
	 	 	 
	☐ 	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
	 	 	 
	☐ 	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
	 	 	 
	☐ 	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
	 	 	 
	 	 	[Each owner of interest must complete Appendix 1 to Schedule B – Form 45-106F9 Risk Acknowledgement Form for Certain Accredited Investors]
	 	 	 
	☐ 	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;
	 	 	 
	☐ 	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or
	 	 	 
	☐ 	(w) 	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.






    B-3


     


    

 


For the purposes hereof, the following definitions
are included for convenience:


 


		(a)	“Canadian financial institution” means (i) an association governed by the Cooperative
Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of
that Act, or (ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse
populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of
Canada to carry on business in Canada or a jurisdiction of Canada;



 


		(b)	“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland
and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means
any person that holds or is one of a combination of persons that holds (i) a sufficient number of any of the securities of the Company
so as to affect materially the control of the Company, or (ii) more than 20% of the outstanding voting securities of the Company
except where there is evidence showing that the holding of those securities does not affect materially the control of the Company;



 


		(c)	“entity” means a company, syndicate, partnership, trust or unincorporated organization;



 


		(d)	“financial assets” means cash, securities, or any a contract of insurance, a deposit or an
evidence of a deposit that is not a security for the purposes of securities legislation;



 






    B-4


     


    

 


		(e)	“founder” means, in respect of the Company, a person who, (i) acting alone, in conjunction,
or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing
the business of the Company, and (ii) at the time of the trade is actively involved in the business of the Company;



 


		(f)	“fully managed account” means an account of a client for which a person makes the investment
decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent
to a transaction;



 


		(g)	“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater
certainty in British Columbia, includes an employee venture capital corporation that does not have a restricted constitution, and is registered
under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making
multiple investments and a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British
Columbia), R.S.B.C. 1996 c. 429 whose business objective is making multiple investments;



 


		(h)	“mutual fund” means an issuer whose primary purpose is to invest money provided by its security
holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by
reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account,
of the issuer;



 


		(i)	“non-redeemable investment fund” means an issuer,



 


		(i)	whose primary purpose is to invest money provided by its securityholders,



 


		(ii)	that does not invest,



 


		(A)	for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is
a mutual fund or a non-redeemable investment fund, or



 


		(B)	for the purpose of being actively involved in the management of any issuer in which it invests, other
than an issuer that is a mutual fund or a non-redeemable investment fund, and



 


		(iii)	that is not a mutual fund;



 






    B-5


     


    

 


		(j)	“related liabilities” means liabilities incurred or assumed for the purpose of financing the
acquisition or ownership of financial assets and liabilities that are secured by financial assets;



 


		(k)	“Schedule III bank” means an authorized foreign bank named in Schedule III of the
Bank Act (Canada);



 


		(l)	“spouse” means an individual who (i) is married to another individual and is not living
separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another individual
in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in Alberta,
is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent
Relationships Act (Alberta); and



 


		(m)	“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and
includes a subsidiary of that subsidiary.



 


In NI 45-106 a person or company is considered
to be an affiliated entity of another person or company if one is a subsidiary entity of the other, or if both are subsidiary entities
of the same person or company, or if each of them is controlled by the same person or company.


 


In NI 45-106 a person (first person) is considered
to control another person (second person) if (a) the first person, directly or indirectly, beneficially owns or exercises control
or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority
of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the
second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership,
or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.


 


The foregoing representations contained in this
certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Date. If any such
representations shall not be true and accurate prior to the Closing Date, the undersigned shall give immediate written notice of such
fact to the Company prior to the Closing Date. 


 


	Dated: 	 	 	Signed: 	
	 	 	 	 	 
	 	 	
	
Witness (If Subscriber is an Individual)	 	
Print the name of Subscriber
	 	 	 
	
Print Name of Witness	 	
If Subscriber is a corporation,
 print name and title of Authorized Signing Officer


 




    B-6


     


    

 


APPENDIX 1 TO SCHEDULE B



RISK ACKNOWLEDGEMENT FORM (FORM 45-106F9) FOR CERTAIN ACCREDITED INVESTORS


 


This form must be completed by “accredited investors”
who have checked boxes (j), (j.1), (k), (l) or (t) of Schedule B, and by any other accredited investors that the Company directs to complete
this form.


 




WARNING!


 


This investment is risky. Do not invest unless
you can afford to lose all the money you pay for this investment


 





 


	Section 1 – TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	1. About your investment
	Type of Securities: Common shares	Issuer: CleanTech Acquisition Corp. (the “Issuer”)
	Purchased from:  The Issuer	 
	Sections 2 to 4 – TO BE COMPLETED BY THE SUBSCRIBER
	2. Risk acknowledgement
	This investment is risky.  Initial that you understand that:	Your Initials
	Risk of loss – You could lose your entire investment of $ ___________ [Insert total dollar amount of the Investment]	 
	Liquidity risk – You may not be able to sell your investments quickly – or at all.	 
	Lack of information – You may receive little or no information about your investment.	 
	Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered.  The salesperson is the person who meets with, or provides information to, you about making this investment.  To check whether the salesperson is registered, go to www.aretheyregistered.ca. 	 



 






    Sch. A-1


     


    

 


	3. Accredited investor status
	You must meet at least one of the following criteria to be able to make this investment.  Initial the statement that applies to you.  (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor.  That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.	Your Initials
	· 
    Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than
    $200,000 in the current calendar year.  (You can find your net income before taxes on your personal income tax
    return.)	 
	·  Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.	 
	·  Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.	 
	·  Either alone or with your spouse, you have net assets worth more than $5 million.  (Your net assets are your total assets (including real estate) minus your total debt.)	 
	4. Your name and signature
	By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
	First and Last Name (please print):
	Signature:
	Date:
	Section 5 – TO BE COMPLETED BY THE SALESPERSON
	5. Salesperson information
	[Instruction: The salesperson is the person who meets with, or provides information to, the Subscriber with respect to making this investment.  That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
	First and Last Name of Salesperson (please print):
	Telephone:	Email:
	Name of Firm (if registered):



 






    Sch. A-2


     


    

 



	Section 6 – TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	6. For more information about this investment
	
    For more information about this investment / the Issuer:

     

    CleanTech Acquisition Corp.

     

    207 W. 25th Street, 9th Floor

     

    New York, NY 10001

     

    Attention: Eli Spiro

     

    E-mail: espiro@axxcesscapital.com

     

    For more information about prospectus exemptions, contact your local
    securities regulator. You can find contact information at www.securities-administrators.ca.

     




 




    Sch. A-3


     


    

 


SCHEDULE C 


 


CANADIAN PERMITTED CLIENT STATUS CERTIFICATE


 


This Schedule C should be completed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


TO BE COMPLETED BY SUBSCRIBERS RESIDENT IN
OR SUBJECT TO THE LAWS OF A JURISDICTION OF CANADA


 


The categories listed herein contain certain
specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category
below, please contact your broker and/or legal advisor before completing this certificate.


 


TO:CleanTech Acquisition Corp. (the
“Company”)


 


In
connection with the purchase by the undersigned Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber
is acting, hereby represents, warrants, covenants and certifies to the Company (and acknowledges that the Company and its counsel are
relying thereon) that it is a “permitted client” by virtue of the criterion indicated below: 


 


Please check the category that applies:


 


	☐	(a)	a Canadian financial institution or a Schedule III bank;
	 	 	 
	☐	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
	 	 	 
	☐	(c)	a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;
	 ☐	(d)	a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
	 	 	 
	☐	(e)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
	 	 	 
	☐	(f)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e);



 






    4


     


    

 


	☐	(g)	the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
	 	 	 
	☐	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
	 	 	 
	☐	(i)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec;
	 	 	 
	☐	(j)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
	 	 	 
	☐	(k)	a person or company acting on behalf of a managed account managed by person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
	 	 	 
	☐	(l)	
    an investment fund if one or both of the following
    apply:

     

    (i) the fund is managed by a person or company
    registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

     

    (ii) the fund is advised by a person or company
    authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

     

	 	 	 
	☐	(m)	in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	 	 
	☐	(n)	in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	 	 
	☐	(o)	a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	 	 
	☐	(p)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;
	 	 	 
	☐	(q)	a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;
	 	 	 
	☐	(r)	a person or company, other than an individual or an investment fund, that has net assets of at least C$25,000,000 as shown on its most recently prepared financial statements; or
	 	 	 
	☐	(s)	a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) through (r).


 




    5


     


    

SCHEDULE D 


 


CANADIAN SECURITIES REGULATORS
CONTACT INFORMATION


 


Alberta Securities Commission, Suite 600, 250
– 5th Street SW, Calgary, Alberta T2P 0R4, Telephone: (403) 297-6454, Toll free in Canada: 1-877-355-0585, Facsimile: (403) 297-2082,
Public official contact: FOIP Coordinator


 


British Columbia Securities Commission, P.O. Box
10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, Inquiries: (604) 899-6854, Toll free in Canada: 1-800-373-6393,
Facsimile: (604) 899-6581, Email: FOI-privacy@bcsc.bc.ca, Public official contact: FOI Inquiries


 


The Manitoba Securities Commission, 500 –
400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Telephone: (204) 945-2561, Toll free in Manitoba 1-800-655-5244, Facsimile: (204) 945-0330,
Public official contact: Director,


 


Financial and Consumer Services Commission (New
Brunswick), 85 Charlotte Street, Suite 300, Saint John, New Brunswick E2L 2J2, Telephone: (506) 658-3060, Toll free in Canada: 1-866-933-2222,
Facsimile: (506) 658-3059, Email: info@fcnb.ca, Public official contact: Chief Executive Officer and Privacy Officer


 


Government of Newfoundland and Labrador, Financial
Services Regulation Division, P.O. Box 8700, Confederation Building, 2nd Floor, West Block, Prince Philip Drive, St. John’s, Newfoundland
and Labrador A1B 4J6, Attention: Director of Securities, Telephone: (709) 729-4189, Facsimile: (709) 729-6187, Public official contact:
Superintendent of Securities


 


Government of the Northwest Territories, Office
of the Superintendent of Securities, P.O. Box 1320, Yellowknife, Northwest Territories X1A 2L9, Telephone: (867) 767-9305, Facsimile:
(867) 873-0243, Public official contact: Superintendent of Securities


 


Nova Scotia Securities Commission, Suite 400,
5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8, Telephone: (902) 424-7768, Facsimile: (902) 424-4625, Public
official contact: Executive Director


 


Ontario Securities Commission, 20 Queen Street
West, 22nd Floor, Toronto, Ontario M5H 3S8, Telephone: (416) 593- 8314, Toll free in Canada: 1-877-785-1555, Facsimile: (416) 593-8122,
Email: exemptmarketfilings@osc.gov.on.ca, Public official contact: Inquiries Officer


 


Prince Edward Island Securities Office, 95 Rochford
Street, 4th Floor Shaw Building, P.O. Box 2000, Charlottetown, Prince Edward Island C1A 7N8, Telephone: (902) 368-4569, Facsimile: (902)
368-5283, Public official contact: Superintendent of Securities


 






    6


     


    

 


Autorité des marchés financiers,
800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3, Telephone: (514) 395-0337
or 1-877-525-0337, Facsimile: (514) 873-6155 (For filing purposes only), Facsimile: (514) 864-6381 (For privacy requests only), Email:
financementdessocietes@lautorite.qc.ca (For corporate finance issuers), Email: fonds_dinvestissement@lautorite.qc.ca (For
investment fund issuers), Public official contact: Secrétaire générale


 


Financial and Consumer Affairs Authority of Saskatchewan,
Suite 601 - 1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2, Telephone: (306) 787-5879, Facsimile: (306) 787-5899, Public official
contact: Director


 


Government of Yukon, Department of Community Services,
Office of the Superintendent of Securities, 307 Black Street, Whitehorse, Yukon Y1A 2N1, Telephone: 867-667-5466; Facsimile: (867) 393-6251,
Email: securities@gov.yk.ca, Public official contact: Superintendent of Securities


 


Government of Nunavut, Department of Justice,
Legal Registries Division, P.O. Box 1000, Station 570, 1st Floor, Brown Building, Iqaluit, Nunavut X0A 0H0, Telephone: (867) 975-6590;
Facsimile: (867) 975-6594, Public official contact: Superintendent of Securities


 






    7