cleantech Acquisition Corp. - FORM S-1/A - EX-10.10 - FORFEITURE AGREEMENT BETWEEN THE REGISTRANT AND CLEANTECH INVESTMENTS, LLC - July 6, 2021

Attached files

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EX-99.3 - FORM OF NOMINATING COMMITTEE CHARTER - cleantech Acquisition Corp.ea143730ex99-3_cleantechacq.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - cleantech Acquisition Corp.ea143730ex99-2_cleantechacq.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - cleantech Acquisition Corp.ea143730ex99-1_cleantechacq.htm
EX-14.1 - FORM OF CODE OF ETHICS - cleantech Acquisition Corp.ea143730ex14-1_cleantechacq.htm
EX-10.11 - PROMISSORY NOTE, DATED MARCH 1., 2021, ISSUED TO CLEANTECH INVESTMENTS LLC - cleantech Acquisition Corp.ea143730ex10-11_cleantechacq.htm
EX-10.9 - FORFEITURE AGREEMENT BETWEEN THE REGISTRANT AND CLEANTECH SPONSOR, LLC - cleantech Acquisition Corp.ea143730ex10-9_cleantechacq.htm
EX-10.8 - FOUNDER SHARE PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CLEANTECH INVESTMENT - cleantech Acquisition Corp.ea143730ex10-8_cleantechacq.htm
EX-10.7 - ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND CHARDAN CAPI - cleantech Acquisition Corp.ea143730ex10-7_cleantechacq.htm
EX-10.6 - FORM OF INDEMNITY AGREEMENT - cleantech Acquisition Corp.ea143730ex10-6_cleantechacq.htm
EX-10.5 - FORM OF PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT - cleantech Acquisition Corp.ea143730ex10-5_cleantechacq.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE REGISTRANT AND INITIAL - cleantech Acquisition Corp.ea143730ex10-4_cleantechacq.htm
EX-10.3 - FORM OF SHARE ESCROW AGREEMENT BY AND AMONG THE REGISTRANT, CONTINENTAL STOCK TR - cleantech Acquisition Corp.ea143730ex10-3_cleantechacq.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BY AND BETWEEN CONTINENTAL STOCK T - cleantech Acquisition Corp.ea143730ex10-2_cleantechacq.htm
EX-10.1 - FORM OF INSIDER LETTER AGREEMENT AMONG THE REGISTRANT AND THE REGISTRANT'S OFFIC - cleantech Acquisition Corp.ea143730ex10-1_cleantechacq.htm
EX-5.1 - OPINION OF LOEB & LOEB LLP - cleantech Acquisition Corp.ea143730ex5-1_cleantechacq.htm
EX-4.5 - FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - cleantech Acquisition Corp.ea143730ex4-5_cleantechacq.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BY AND BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMP - cleantech Acquisition Corp.ea143730ex4-4_cleantechacq.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - cleantech Acquisition Corp.ea143730ex4-3_cleantechacq.htm
EX-4.2 - SPECIMEN STOCK CERTIFICATE - cleantech Acquisition Corp.ea143730ex4-2_cleantechacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - cleantech Acquisition Corp.ea143730ex4-1_cleantechacq.htm
EX-3.3 - BYLAWS - cleantech Acquisition Corp.ea143730ex3-3_cleantechacq.htm
EX-3.2 - AMENDED CERTIFICATE OF INCORPORATION - cleantech Acquisition Corp.ea143730ex3-2_cleantechacq.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - cleantech Acquisition Corp.ea143730ex3-1_cleantechacq.htm
EX-1.2 - FORM OF BUSINESS COMBINATION MARKETING AGREEMENT - cleantech Acquisition Corp.ea143730ex1-2_cleantechacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - cleantech Acquisition Corp.ea143730ex1-1_cleantechacq.htm
S-1/A - AMENDMENT NO. 3 TO FORM S-1 - cleantech Acquisition Corp.ea143730-s1a3_cleantechacq.htm

Exhibit 10.10

 

FORFEITURE AGREEMENT

 

This Forfeiture Agreement (this “Agreement”) is entered into as of June 23, 2021, by and between CleanTech Investments, LLC (the “Transferor”) and CleanTech Acquisition Corp. (the “Transferee”).

 

RECITALS

 

WHEREAS, the Transferor desires to transfer 958,333 shares (the “Shares”) of common stock of the Transferee back to the Transferee.

 

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

 

1.Transfer of the Shares.

 

The Transferor hereby transfers to the Transferee the Shares, and the Transferee hereby cancels the Shares.

 

2.Representations and Warranties of the Transferor.

 

The Transferor represents and warrants that it has full legal capacity and authority to enter into the Agreement and to transfer the Shares to the Transferee hereunder, and is not bound by any agreement, instrument or governmental order prohibiting such transfer. The Transferor also represents that it is transferring such interests free and clear of all liens and encumbrances other than those created by the terms of the Transferee’s organizational documents or imposed by applicable federal and state securities laws.

 

3.Binding Effect.

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

 

4.Entire Agreement.

 

This Agreement constitutes the entire agreement of the parties hereto.

 

5.Governing Law.

 

This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.

 

6.Modification.

 

This Agreement may not be amended or supplemented at any time unless by a writing executed by the parties hereto.

 

7.Headings.

 

The headings in this Agreement are solely for convenience or reference and shall not affect its interpretation.

 

8.Counterparts; Facsimile.

 

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile or other electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.

 

[The balance of this page is intentionally left page.]

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

 

  Transferor:
   
Clean Tech Investments, LLC
   
By: /s/ Jonas Grossman_
  Name:  Jonas Grossman
  Title: Managing Member

 

  Transferee:
   
  Clean Tech Acquisition Corp.
   
  By: /s/ Eli Spiro
  Name:  Eli Spiro
  Title: Chief Executive Officer