Exhibit 10.1

April 23, 2024

Re: Board of Directors of ClearSign Technologies Corporation - Offer Letter

Dear David Maley:

On behalf of ClearSign Technologies Corporation (the “Company,” “ClearSign,” “we,” “our” or “us”) and our Board of Directors (“Board”), I am pleased to offer you a position as a member of our Board. We look forward to working with you on the Board. Should you choose to accept this position as a member of the Board, including service as a member on the Board’s Audit Committee, and any other committees of the Board, as may be determined by the Board at a later time, this letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services to be provided.

1.       Term. This Agreement shall be through the date of the next annual shareholders’ meeting expected in early June 2024 and commencing on the date you execute this Agreement. Your term as director shall continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholders’ meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect. You also agree to resign from the Board of Directors if requested by a majority of the then-sitting members of the Board. This Agreement shall be in effect as long as you are a director on the Board.

2.       Services. You shall render services in the area of managing or directing the Company’s property, affairs and business (hereinafter, your “Duties”). You shall consult with other members of the Board at meetings held quarterly, or more regularly if required, in locations determined by the Chairman of the Board of the Company. You agree that your relationship with the Company will be that of a director and not that of an employee. Nothing in this Agreement is intended to replace, supersede or diminish any of your duties to the Company as a director under state law. You also agree to comply with all federal and state securities laws as well as Company policies, as applicable.

3.       Services for Others. You are free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, in conflict or competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide sufficient information to the Company to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

4.       Compensation to Independent Directors. In consideration for your service as a member of the Board, you will receive an award of restricted stock units valued at $15,000 on the grant date, which grant date will be the first day of every quarter that you serve on the Board. The Company may also award additional restricted stock units to you on the first day of each quarter, with values ranging from $750 to $1,875 per quarter, should you join any Board committees. These restricted stock units will vest upon death, departure from the board or a “change of control,” as such term is defined in the applicable Agreement as determined by the Board’s Compensation Committee and in accordance with the terms and conditions of the Company's 2021 Equity Incentive Plan. The Company will also reimburse you for reasonable expenses incurred in connection with the performance of your Duties as a director in accordance with the Company’s expense policy then in effect. Should you join the Board or any committee of the Board after the first day of any quarter, you will receive an award of restricted stock units that is pro-rated for the number of days remaining in such quarter.

5.       D&O Insurance Policy. You will be entitled to coverage under our Directors and Officers liability insurance as then in effect.

6.       Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you. The Company shall be free to transfer any of its rights under this Agreement to any affiliate or third party.

7.       Confidential Information; Non-Disclosure. In consideration of your access to the premises of the Company and your access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a.       Definition. For purposes of this Agreement the term “Confidential Information” means:

i.        Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii.       Any information that is related to the business of the Company and is generally not known by non-Company personnel.

iii.      By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and Agreements.

b.       Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i.        Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other Agreement requiring confidentiality between the Company and you;

ii.       Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii.      Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

8.       Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company. In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You agree to promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company's demand or upon termination of this Agreement or your departure from the Board.

9.       Non-Disparagement. You agree to forbear from making, causing to be made, publishing, ratifying or endorsing any and all disparaging remarks, derogatory statements or comments to any third party with respect to the Company and its affiliates, including, without limitation, the Company’s parent, subsidiaries, officers, directors and employees (collectively, “Company Parties”). Further, you hereby agree to forbear from making any public or non-confidential statement with respect to any of the Company Parties. The duties and obligations of this paragraph 9 shall continue following the termination of this Agreement.

10.     Non-Solicitation. You agree and covenant not to directly or indirectly solicit, hire, or recruit for your own benefit or the benefit of any other person, or so attempt to solicit, hire, or recruit, any employee of the Company, or induce any other employee of the Company to terminate their employment for two (2) years immediately following your cessation of services to the Company, regardless of the reason. This non-solicitation paragraph explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram, and Twitter, and any other social media platform, whether or not in existence at the time of entering into this Agreement.

11.     No Disclosure. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of his business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph 11 shall survive termination of this Agreement.

12.     Termination. This Agreement shall terminate in the event of your resignation or termination as a director, or your refusal to stand for re-election or decision not to be nominated or if you are not re-elected for additional terms as a director, effective on the date of your departure from the Board.

13.     Entire Agreement; Amendment; Waiver. Other than any requirements and duties under applicable law, this Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written Agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of Agreement.

14.     Enforcement.

a.       Applicable Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of Delaware, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of Oklahoma.

b.       Consent to Jurisdiction and Venue. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the state or federal courts of Oklahoma within Tulsa County.

c.       Attorneys’ Fees. If court proceedings are required to enforce any provision of this Agreement, the substantially prevailing or successful party shall be entitled to an award of the reasonable and necessary expenses of litigation, including reasonable attorneys’ fees.

I appreciate your willingness to serve on our Board and look forward to working with you to serve the Company together. Please indicate your acceptance by signing and returning the enclosed copy of this letter. 

Exhibit 99.1

ClearSign Technologies Corporation Announces Closing of $9.3 Million Public Offering and Concurrent Private Placement of Common Stock and Warrants

TULSA, Okla., April, 23, 2024 /PRNewswire/ -- ClearSign Technologies Corporation (Nasdaq: CLIR) ("ClearSign" or the "Company"), an emerging leader in industrial combustion and sensing technologies that improve energy, operational efficiency and safety while dramatically reducing emissions, today announced the closing of an underwritten public offering of 4,620,760 shares of its common stock and redeemable warrants to purchase up to an aggregate of 4,620,760 shares of its common stock at a public offering price of $0.91 per share and $0.01 per accompanying warrant. The warrants have an exercise price of $1.05 per share, are exercisable immediately upon issuance and redeemable upon certain conditions and will expire five years following the date of issuance.

In a private placement completed concurrently with the public offering, ClearSign issued to an accredited investor an aggregate of 2,249,763 shares of common stock, pre-funded warrants to purchase up to 3,155,642 shares of common stock and redeemable warrants to purchase up to 8,108,106 shares of common stock. The offering prices in the private placement were $0.91 per share and $0.01 per redeemable warrants, or $0.9099 per pre-funded warrant and $0.01 per redeemable warrants, as applicable. The pre-funded warrants issued in the private placement are exercisable immediately at a nominal exercise price of $0.0001. The redeemable warrants issued in the private placement will be exercisable at an exercise price of $1.05 per share, will be exercisable beginning six months after issuance, redeemable upon certain conditions and expire five years from the date of issuance.

Public Ventures, LLC acted as the sole book-running manager for the public offering and as a placement agent for the private placement.

Gross proceeds from the public and private offering were approximately $9.3 million, excluding underwriting and placement agent discounts and commissions and other offering-related expenses.

ClearSign intends to use the net proceeds from the offerings for working capital, research and development, marketing and sales, and general corporate purposes.

The securities in the public offering were offered pursuant to a prospectus supplement and an accompanying base prospectus forming part of a shelf registration statement on Form S-3 (File No. 333-265967), which was previously filed with the Securities and Exchange Commission (“SEC”) and became effective on August 12, 2022. A final prospectus supplement and accompanying base prospectus relating to the public offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Public Ventures, LLC, 14135 Midway Rd, Suite G-150, Addison, TX, 75001, by email at info@publicventures.com or by telephone at (945) 262-9010.

The private placement was conducted pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933 and/or Rule 506(b) promulgated thereunder.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About ClearSign Technologies Corporation

ClearSign Technologies Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.

Cautionary note on forward-looking statements

All statements in this press release that are not based on historical fact are "forward-looking statements." You can find many (but not all) of these statements by looking for words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "would," "should," "could," "may," "will" or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations on the Company's strategy, plans, intentions, performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to: general business and economic conditions, the ability to successfully complete installations of the Company’s products, whether the letter of intent sent to California Boiler results in purchase orders from the customer, whether changes in greenhouse gas emission control applicable federal and state laws and regulations, the performance of the Company’s management and employees, the ability to obtain financing, competition, whether ClearSign’s technology will be accepted and adopted and other factors identified in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and available at www.sec.gov and other factors that are detailed in the Company’s periodic and current reports available for review at www.sec.gov. Furthermore, the Company operates in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and, except as may be required by law, undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

For further information: Matthew Selinger, Firm IR Group for ClearSign, +1 415-572-8152, mselinger@firmirgroup.com

Exhibit 99.2

ClearSign Technologies Corporation Appoints David Maley to Board of Directors

Tulsa, OK, April 24, 2024 -- ClearSign Technologies Corporation (Nasdaq: CLIR) ("ClearSign" or the "Company"), an emerging leader in industrial combustion and sensing technologies that improve energy and operational efficiency, and safety while dramatically reducing emissions, today announces that David Maley has been appointed to its Board of Directors (the “Board”) to fill the independent director vacancy in the Board and to the Board’s Audit & Risk Committee.

David Maley brings forty years of broad investment experience with more than half of that period focused on micro-cap equity research and portfolio management. Mr. Maley currently serves as the Chief Investment Officer and Chief Compliance Officer of 1102 Partners, LLC, a family office and investment advisory firm founded by Mr. Maley in 2021. Prior to his current role, Mr. Maley served as a Senior Vice President at Ariel Investments, where he was Lead Portfolio Manager for the Ariel Micro-Cap Value Product fund and the Ariel Small-Cap Deep Value Product fund. During that time he was named a “Micro-Cap Superstar” in a 2014 Red Chip Review publication. Mr. Maley also took on management of the domestic trading team at Ariel Investments and chaired the Trade Oversight Committee during his tenure at Ariel Investments. Prior to Ariel Investments, Mr. Maley founded and ran Maple Hill Capital Management and served as a Vice President and Senior Portfolio Manager for ultra-high net worth clients at Harris Bank. Mr. Maley began his career in institutional equity sales at Goldman Sachs. He received an M.B.A from the University of Chicago Booth School Of Business and a B.B.A in finance from the University Of Notre Dame.

“I am very pleased to welcome Daivd Maley to ClearSign’s Board of Directors,” said Jim Deller, Ph.D., Chief Executive Officer of ClearSign. “I believe David will bring valuable experience and insight, in addition to adding his thoughtful and measured contributions to our Board deliberations. I look forward to working with him and the Board as we continue our commercial growth,” said Jim Deller, Ph.D.

About ClearSign Technologies Corporation

ClearSign Technologies Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core™, and ClearSign Eye™ and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.

For further information:

Investor Relations:

Matthew Selinger

Firm IR Group for ClearSign

+1 415-572-8152

mselinger@firmirgroup.com