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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2021 • Nuvve Holding Corp. • Power, distribution & specialty transformers • California
THIS EMPLOYMENT AGREEMENT, dated as of March 19, 2021, is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns, the “Company”), and GREGORY POILASNE (the “Executive”).
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”).
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”).
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”).
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.”
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).
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).
