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”).
FORM OF PROMISSORY NOTENuvve Holding Corp. • November 13th, 2024 • 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”).
