1 unchanged sentence
Incorporated by Reference
+Added: Agreement and Plan of Merger, dated as of October 2, 2023, by and among Nauticus Robotics, Inc., 3D Merger Sub, Inc.
+Added: and 3D at Depth, Inc.
+Added: October 6, 2023
Second Amended and Restated Certificate of Nauticus Robotics, Inc.
1 unchanged sentence
Amended and Restated Bylaws of Nauticus Robotics, Inc (as of May 11, 2023).
−Removed: Registration Rights Agreement, dated as of September 9, 2022.
−Removed: August 7, 2023
−Removed: Agreement by and between Nauticus Robotics Brazil Ltda.
−Removed: and Petróleo Brasileiro S.A.
−Removed: entered into on May 23, 2023.
−Removed: Form of Letter Agreements.
−Removed: June 23, 2023
−Removed: First Amendment to Registration Rights Agreement, dated as of June 22, 2023.
−Removed: June 23, 2023
+Added: Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II LLC, as collateral agent and lender, and the lenders party thereto.
+Added: September 21, 2023
+Added: Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., ATW Special Situations II LLC, as collateral agent.
+Added: September 21, 2023
+Added: Intellectual Property Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc.
+Added: and ATW Special Situations II LLC, as collateral agent.
+Added: September 21, 2023
+Added: Subsidiary Guarantee, dated as of September 18, 2023, by Nauticus Robotics Holdings, Inc.
+Added: and acknowledged and agreed to by Nauticus Robotics, Inc.
+Added: September 21, 2023
+Added: Intercreditor Agreement, dated as of September 18, 2023, by and between ATW Special Situations II LLC, as first lien collateral agent, and ATW Special Situations I LLC, as second lien collateral agent, and acknowledged and agreed by Nauticus Robotics, Inc.
+Added: and Nauticus Robotics Holdings, Inc.
+Added: September 21, 2023
+Added: Amendment to Securities Purchase Agreement, Senior Secured Convertible Debentures and Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc.
+Added: and ATW Special Situations I LLC, as agent and the Required Creditors.
+Added: September 21, 2023
+Added: Pledge and Security Agreement, dated as of September 9, 2022, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc.
+Added: and ATW Special Situations I LLC, as agent and creditor, and the other creditors party thereto.
+Added: September 21, 2023
+Added: Offer Letter, dated September 27, 2023.
+Added: October 2, 2023
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Furnished herewith
−Removed: † Schedules and similar attachments to this Exhibit have been
−Removed: omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: The Company agrees to furnish supplementally a copy of any omitted schedule or
−Removed: exhibit to the SEC upon request.
−Removed: + Certain portions of this Exhibit have been redacted pursuant
−Removed: to Item 601(b)(10)(iv) of Regulation S-K.
−Removed: The omitted information is (i) not material and (ii) would likely cause competitive harm to
−Removed: the Company if publicly disclosed.
−Removed: The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.
+Added: Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
Pursuant to the requirements of the Exchange Act, the registrant has
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Chief Executive Officer
−Removed: August 14, 2023
+Added: November 14, 2023
/s/ Rangan Padmanabhan
1 unchanged sentence
Chief Financial Officer
−Removed: August 14, 2023
+Added: November 14, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.