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”).
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.
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
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
