AMENDMENT TO MERGER AGREEMENT

Exhibit 1.1

AMENDMENT TO

MERGER AGREEMENT

This Amendment (this “Amendment”) to the Merger Agreement (the “Merger Agreement”), dated as of November 11, 2020, by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Parent”), NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nuvve Corporation, a Delaware corporation (the “Company”), and Xxx Xxxxx, an individual, as the representative of the stockholders of the Company (the “Stockholders’ Representative”), is entered into as of February 20, 2021, by and among the Parent, the Purchaser, the Merger Sub, the Company and the Stockholders’ Representative. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Merger Agreement.

W I T N E S S E T H :

A. The parties to the Merger Agreement desire to amend the Merger Agreement as expressly provided in this Amendment pursuant to Section 13.2 of the Merger Agreement.

The parties accordingly agree as follows:

ARTICLE I.
AMENDMENTS

1.1 Amendment to Article I. Sections 1.21 to 1.71 of the Merger Agreement are hereby renumbered as Sections 1.22 to 1.72 and a new Section 1.21 is hereby inserted in Article I of the Merger Agreement, which shall read in its entirety as follows:

“1.21 “Eligible PPP Loan” means any loan made to the Company under the Payroll Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act, except to the extent the applicable lender and/or the Small Business Administration has made a determination that any such loan is not eligible for forgiveness, and all requests for review and any available appeals have been exhausted.”

1.2 Amendment to Article VI. Section 4.1(a)(ii) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(ii) The aggregate amount to be paid by the Purchaser at the Closing with respect to the Company Common Stock (other than the Bridge Loan Shares) and the Company Options shall equal (x) $100,000,000, plus (y) the aggregate exercise price of the Company Options outstanding as of the date hereof or issued between the date hereof and the Closing, minus (z) the amount of the Company’s Indebtedness for borrowed money immediately prior to the Closing (after the conversion of the Bridge Loan and other than any Eligible PPP Loan) as set forth in the Closing Statement (the “Closing Merger Consideration”), payable in shares of Purchaser Common Stock in accordance with Section 4.1(b) below.”

1.3 Amendment to Article X.

(a) Section 10.1(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Subject to the terms and conditions of this Article X and from and after the Closing Date, (x) the Purchaser, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assigns (the “Purchaser Indemnified Parties”) shall be indemnified and held harmless against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by the Purchaser Indemnified Parties as a result of or in connection with any breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of the Company Group contained herein, and (y) the Purchaser shall be indemnified and held harmless against and in respect of the amount of any loan which qualifies as an Eligible PPP Loan as of the Closing and is excluded from the calculation of Indebtedness as of the Closing in accordance with the Section 4.1(a)(ii), to the extent (A) the applicable lender and/or the Small Business Administration determines, within twelve (12) months following the Closing, that any such loan is not eligible for forgiveness, and all requests for review and any available appeals have been exhausted, and (B) the Company did not, prior to the Closing, deposit in an escrow account controlled by the applicable lender funds equal to the outstanding balance of the Eligible PPP Loan. Notwithstanding the foregoing, (i) no Purchaser Indemnified Party shall assert any claim, and shall not be entitled to indemnification under clause (x), unless and until the aggregate amount of all Losses indemnifiable hereunder exceeds an amount equal to $560,000 (the “Threshold”), in which event the Purchaser Indemnified Party shall be indemnified for the aggregate amount of all Losses in excess of the Threshold, and (ii) any liability incurred pursuant to the terms of this Article X shall be paid solely by the return for cancellation of the Escrow Shares in accordance with the terms and conditions of an escrow agreement to be entered into at the Closing between the Purchaser, the Company, the Stockholders’ Representative, and Continental Stock Transfer & Trust Company (the “Escrow Agreement”).”

(b) Section 10.4(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(a) In the event that the Purchaser Indemnified Parties are entitled to any indemnification pursuant to this Article X, the Purchaser Indemnified Parties shall be paid exclusively from the Escrow Shares in accordance with the terms of the Escrow Agreement, with such Escrow Shares valued at (i) in the case of any claim for indemnification pursuant to clause (x) of Section 10.1(a), a price per share equal to the five-day trailing average of the mean of the high and low trading prices of Purchaser Common Stock as of the five trading days immediately preceding the satisfaction of such Losses, or (ii) in the case of any claim for indemnification pursuant to clause (y) of Section 10.1(a), a price per share equal to $10.00 (subject to adjustment to reflect any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, with respect to the Purchaser Common Stock subsequent to the Closing Date).”

ARTICLE II.
MISCELLANEOUS

2.1 Remaining Provision; References. Except as expressly modified by this Amendment, the Merger Agreement shall remain in full force and effect. Each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Merger Agreement, and each reference in any other document relating to the “Merger Agreement,” “thereunder,” “thereof” or words of like import referring to the Merger Agreement, means and references the Merger Agreement as amended by this Amendment.

2.2 Miscellaneous. Article XI and Article XIII of the Merger Agreement shall apply to this Amendment, mutatis mutandis.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

	PARENT:
	NEWBORN ACQUISITION CORP., a Cayman Islands exempted company
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Chief Executive Officer
	PURCHASER:
	NB MERGER CORP., a Delaware corporation
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	President
	MERGER SUB:
	NUVVE MERGER SUB INC., a Delaware corporation
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	President
	COMPANY:
	NUVVE CORPORATION, a Delaware corporation
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Chief Executive Officer
	STOCKHOLDERS’ REPRESENTATIVE:
	/s/ Xxx Xxxxx
	Xxx Xxxxx

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