COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp.Common Stock Purchase Warrant • July 28th, 2022 • Nuvve Holding Corp. • Power, distribution & specialty transformers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 29, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 29, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvve Holding Corp.,, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2023 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2023, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
NUVVE HOLDING CORP., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1)Indenture • April 25th, 2022 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
SERIES B COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp.Warrant Agreement • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvve Holding Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp.Pre-Funded Common Stock Purchase Warrant • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvve Holding Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
NUVVE HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2024 (“Agreement”), by and between Nuvve Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a Delaware limited liability company (“CST” or the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENT January 31, 2023At the Market Offering Agreement • January 31st, 2023 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
Nuvve Holding Corp., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:
SHARES of Common Stock _________ Pre-funded warrants (EXERSISABLE FOR _____SHARES OF COMMON STOCK) __________ series a warrants (EXERSISABLE FOR _____SHARES OF COMMON STOCK) __________ series b warrants and (EXERSISABLE FOR _____SHARES OF COMMON...Underwriting Agreement • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
The undersigned, Nuvve Holding Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Nuvve Holding Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 28th, 2022 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This Agreement, made and entered into effective as of ________ (“Agreement”), by and between Nuvve Holding Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
NUVVE HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2023 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
The undersigned, Nuvve Holding Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Nuvve Holding Corp., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2024, by and between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __________, 2020 between Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), and each of the several subscribers signatory hereto (each such Subscriber, a “Subscriber” and, collectively, the “Subscribers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 24, 2024 (the “Effective Date”), is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and TED SMITH (the “Executive”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp.Representative Common Stock Purchase Warrant • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvve Holding Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, the exercisability of ______2, subject to adjustments, Warrant Shares shall vest ratably from time to time in proportion to the exercise of the Series B Common Stock Purchase Warrant (as defined below) as compared with all Series B Common Stock Purchase Warrants issued pursuant to the Underwriting Agreement (as defined below) on the Initial Exercise D
SUBSCRIPTION AGREEMENTSubscription Agreement • June 6th, 2023 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of June 5 2023, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
SERIES C COMMON STOCK PURCHASE WARRANT Nuvve Holding Corp.Series C Common Stock Purchase Warrant • January 26th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuvve Holding Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series B Common Stock Purchase Warrant as compared with all Series B Common Stock Purchase Warrants issued to the Holder on the Initial Exercise Date (“Vesting Schedule”). By way of an example, if the Holder exerc
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of ____________, 2020, by and between Newborn Acquisition Corp., a Cayman Islands exempted company (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).
PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This Purchase and Option Agreement (this “Agreement”), dated November 11, 2020, is made by and between EDF Renewables, Inc. (“Seller”) and NB Merger Corp. (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
THIS SHARE ESCROW AGREEMENT (“Agreement”) is made and entered into as of March 19, 2021, by and among NB Merger Corp., a Delaware corporation (“Purchaser”), Ted Smith, an individual (the “Stockholder Representative”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
EARNOUT SHARE ESCROW AGREEMENTEarnout Share Escrow Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
THIS EARNOUT SHARE ESCROW AGREEMENT (“Agreement”) is made and entered into as of March 19, 2021, by and among NB Merger Corp., a Delaware corporation (“Purchaser”), Ted Smith, an individual (the “Stockholder Representative”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Levo Mobility LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 4, 2021Limited Liability Company Agreement • August 9th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Levo Mobility LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 4, 2021 (the “Execution Date”), by and among Nuvve Corporation, a Delaware corporation (“Nuvve”), Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”).
STOCKHOLDER AGREEMENTStockholder Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”) is entered as of March 19, 2021, by and among Nuvve Holding Corp., a Delaware corporation (the “Company”), Nuvve Corporation, a Delaware corporation (the “Operating Company”), and the stockholder of the Company listed on Schedule I hereto (the “Stockholder”). The Company, the Operating Company and the Stockholder are sometimes referred to collectively as the “Parties” and each as a “Party.”
CONTRIBUTION AND UNIT PURCHASE AGREEMENTContribution and Unit Purchase Agreement • November 13th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This Contribution and Unit Purchase Agreement (this “Agreement”) is entered as of August 16, 2024, by and among Nuvve CPO Inc., a Delaware corporation (“Nuvve”) and wholly-owned subsidiary of Nuvve Holding Corp., a Delaware corporation, and WISE-EV LLC, or its designee (“Wise”) (each of Nuvve and Wise is referred to herein as a “Purchaser” and, together, as the “Purchasers”), and Deep Impact 1 LLC, a Delaware limited liability company (the “Company”).
BOARD RIGHTS AGREEMENTBoard Rights Agreement • August 9th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This BOARD RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2021, is entered into by and among Nuvve Holding Corp., a Delaware corporation (the “Company”), and Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak,” and together with its Affiliates that Beneficially Own Common Stock or the Preferred Units, the “Investors”).
UNIVERSITY OF DELAWARE IP ACQUISITION AGREEMENTIp Acquisition Agreement • February 4th, 2021 • NB Merger Corp. • Power, distribution & specialty transformers • Delaware
This IP Acquisition Agreement (this “Agreement”) is between University of Delaware, a Delaware state-chartered, not-for-profit corporation (the “University”), and Nuvve Corporation, a Delaware corporation (“Company”). This Agreement is effective as of November 2, 2017 (the “Effective Date”).
AMENDMENT NO. 1 TO UNIT PURCHASE OPTIONUnit Purchase Option • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
This AMENDMENT NO. 1, dated as of March 19, 2021 (the “Amendment”), is made by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), NB Merger Corp., a Delaware corporation (the “Purchaser”) and Chardan Capital Markets, LLC (“Chardan”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the UPO (as defined below).
DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • August 9th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
This DEVELOPMENT SERVICES AGREEMENT (this “Agreement”), is entered into as of August 4, 2021 (the “Effective Date”), by and between Levo Mobility LLC, a Delaware limited liability company (the “Company”), and Nuvve Holding Corp., a Delaware corporation (together with any Affiliate providing Services hereunder pursuant to Section 1(d), the “Service Provider”). The Company and the Service Provider are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Company LLC Agreement.
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • March 29th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • California
This Confidential Settlement and Release Agreement (“Agreement”) is entered into as of February 2, 2024 (the “Effective Date”) by and among Rhombus Energy Solutions, Inc., a BorgWarner Company (“Rhombus”) and Nuvve Holding Corporation (“Nuvve”). Rhombus and Nuvve may be collectively referred to as the “Parties” and individually referred to as a “Party.”
Mr. Gregory Poilasne, Chief Executive Officer Nuvve Holding Corp.Placement Agent Agreement • October 27th, 2023 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed shelf takedown (the “Placement”) by Nuvve Holding Corp. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of common stock (the “Securities”). The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
This AMENDMENT NO. 1, dated as of March 19, 2021 (the “Amendment”), is made by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), NB Merger Corp., a Delaware corporation (the “Purchaser”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement (as defined below).
SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENTSubordinated Business Loan and Security Agreement • December 4th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Virginia
restated, modified, or supplemented from time to time, this “Agreement”) dated as of November 27, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and NUVVE HOLDING CORP., a Delaware corporation (“Parent”) and its subsidiaries, NUVVE CORPORATION, a Delaware corporation and together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, jointly and severally (“Borrower”), and provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders the loans described herein. The C
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Nuvve Holding Corp., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each,...Securities Purchase Agreement • December 20th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • New York
FORM OF PROMISSORY NOTEPromissory Note • November 13th, 2024 • Nuvve Holding Corp. • Power, distribution & specialty transformers • Delaware
FOR VALUE RECEIVED, Deep Impact 1 LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [●] (the “Noteholder”, and together with the other Investors (as that term is defined in the Borrower’s Limited Liability Company Agreement, dated as of or about the date hereof, as amended from time to time (the “LLC Agreement”), the “Noteholders”) the principal amount of $[●] (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”).
