5,000,000 Units Newborn Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 20th, 2020 • Newborn Acquisition Corp • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2020 • Newborn Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of February, 2020, by and among Newborn Acquisition Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • February 20th, 2020 • Newborn Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 13, 2020 between Newborn Acquisition Corp., a Cayman Islands exempted company, with offices at Room 801, Building C, SOHO Square, No. 88, Zhongshan East 2nd Road, Huangpu District, Shanghai, 200002 China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 20th, 2020 • Newborn Acquisition Corp • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • February 20th, 2020 • Newborn Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of February 13, 2020, by and between Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Newborn Acquisition Corp. Room 801, Building C SOHO Square, No. 88 Zhongshan East 2nd Road, Huangpu District Shanghai, 200002 ChinaNewborn Acquisition Corp • February 20th, 2020 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $.001 par value (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 4th, 2020 • Newborn Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [•], 2020 (“Agreement”), by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
MERGER AGREEMENT dated November 11, 2020 by and among Newborn Acquisition Corp., a Cayman Islands exempted company as the Parent, NB Merger Corp., a Delaware corporation, as the Purchaser, Nuvve Merger Sub Inc., a Delaware corporation, as the Merger...Merger Agreement • November 12th, 2020 • Newborn Acquisition Corp • Blank checks • Delaware
This MERGER AGREEMENT (the “Agreement”), dated as of November 11, 2020 (the “Effective Date”), 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 Ted Smith, an individual, as the representative of the stockholders of the Company (the “Stockholders’ Representative”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2020 • Newborn Acquisition Corp • Blank checks • 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 • November 12th, 2020 • Newborn Acquisition Corp • Blank checks • Delaware
This Purchase and Option Agreement (this “Agreement”), dated November [•], 2020, is made by and between EDF Renewables, Inc. (“Seller”) and NB Merger Corp. (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 20th, 2020 • Newborn Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 13, 2020 (“Agreement”), by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
AMENDMENT TO MERGER AGREEMENTMerger Agreement • February 23rd, 2021 • Newborn Acquisition Corp • Power, distribution & specialty transformers
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 Ted Smith, 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.
