Form 8-K

8-K — Nuvve Holding Corp.

Accession: 0001213900-26-100518

Filed: 2026-09-16

Period: 2026-09-10

CIK: 0001836875

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0305653-8k_nuvve.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK (ea030565301ex3-1.htm)

EX-4.1 — PROMISSORY NOTE, DATED SEPTEMBER 10, 2026 (ea030565301ex4-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED SEPTEMBER 10, 2026, BETWEEN NUVVE HOLDING CORP. AND FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC (ea030565301ex10-1.htm)

EX-10.2 — SECURITIES EXCHANGE AND AMENDMENT AGREEMENT, DATED SEPTEMBER 10, 2026, BETWEEN NUVVE HOLDING CORP. AND THE HOLDERS NAMED THEREIN (ea030565301ex10-2.htm)

EX-99.1 — IRREVOCABLE INSTRUCTION LETTER TO TRANSFER AGENT, DATED SEPTEMBER 10, 2026 (ea030565301ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September

10, 2026

NUVVE HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-40296

86-1617000

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2488 Historic Decatur Road, Ste 230

San Diego, California

92106

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (619)

456-5161

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading symbols

registered

Common Stock, Par Value $0.0001 Per Share

NVVE

OTCQB Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

Securities Purchase Agreement

On September 10, 2026, Nuvve Holding Corp. (the

“Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire Global Opportunities

Fund, LLC (“Buyer”), pursuant to which the Company issued and sold to the Buyer a convertible promissory note in the principal

amount of $280,000 (the “Note”). The Note was issued with an original issue discount of $30,000, resulting in a purchase price

of $250,000.

The Note bears interest at a rate of 12% per annum

and matures on September 10, 2027. Commencing on the six-month anniversary of the issuance date, the Buyer may convert all or any portion

of the outstanding principal amount and accrued interest under the Note into shares of the Company’s common stock, par value $0.0001

per share (the “Common Stock”) at a conversion price equal to the lesser of: (i) $1.40 per share, or (ii) 85% of the lowest

trading price of the Common Stock during the ten trading days immediately preceding the applicable conversion date. The Buyer’s

ability to convert the Note is subject to a beneficial ownership limitation of 4.99%. The Note contains customary events of default and

related remedies, including an increase in the interest rate and the conversion discount upon the occurrence of an event of default. The

shares issuable upon the conversion of the Note are subject to certain piggyback registration rights.

In connection with the Purchase Agreement and

the Note, the Company delivered irrevocable instructions to its transfer agent to reserve shares of the Company’s common stock for

issuance upon conversion of the Note (the “Irrevocable Transfer Agent Instructions”).

The foregoing descriptions of the Purchase Agreement,

the Note and the Irrevocable Transfer Agent Instructions are not complete and are qualified in their entirety by reference to the full

text of the Purchase Agreement, the Note and the Irrevocable Transfer Agent Instructions, copies of which are filed as Exhibits 10.1,

4.1 and 99.1 hereto, respectively.

Exchange Agreement

On September 10, 2026, the Company entered into

a securities exchange and amendment agreement (the “Exchange Agreement”) with the holders (the “Holders”) of an

aggregate of 2,238.655 shares (the “Existing Series A Shares”) of the Company’s Series A Preferred Stock, par value

$0.0001 per share (the “Series A Preferred Stock”), representing all of the Company’s outstanding Series A Preferred

Stock. Pursuant to the Exchange Agreement, the Holders agreed to exchange their Existing Series A Shares for an aggregate of 2,238.655

shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”)

and stated value of $1,000 per share (the “Stated Value”), in reliance on the exemption from registration provided by Section

3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) (such transaction, the “Exchange”).

As previously disclosed, the Company entered into

a registration rights agreement, dated November 14, 2025 (the “Registration Rights Agreement”), with the Holders, pursuant

to which the Company agreed to certain registration rights with regards to the shares of Common Stock underlying the Existing Series A

Shares. Pursuant to the Exchange Agreement, the Registration Rights Agreement shall be amended to provide that the shares of Common Stock

issuable upon the conversion of any shares of Series C Preferred Stock shall be subject to the registration rights set forth in the Registration

Rights Agreement.

The foregoing description of the Exchange Agreement

is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as

Exhibit 10.2 hereto.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure required by this Item and included

in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Note and issuance of any shares of Common

Stock upon the conversion thereof will be issued in reliance on the exemption from securities registration under Section 4(a)(2) of the

Securities Act and Rule 506(b) under the Securities Act.

The issuance of the Series C Preferred Stock and

any shares of Common Stock issuable upon the conversion thereof shall be issued in reliance on Section 3(a)(9) of the Securities Act and

under Section 4(a)(2) and Rule 506(b) of the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K,

the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On September 15, 2026, in connection with the

Exchange Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred

Stock (the “Certificate of Designation”) with the Secretary of State of Delaware. The Certificate of Designation designates

3,000 shares of the Company’s authorized preferred stock, par value $0.0001 per share, as Series C Preferred Stock and sets forth

the preferences, rights and limitations of the Series C Preferred Stock. The Certificate of Designation became effective upon filing.

Conversion. At any time and from time to

time, a holder of shares of Series C Preferred Stock may, at its option, convert shares of Series C Preferred Stock into a number of shares

of Common Stock, as is determined by (i) multiplying (x) the number of shares of Series C Preferred Stock to be converted by (y) the Stated

Value thereof, and then (ii) dividing the result by the conversion price of $1.40 per share (the “Conversion Price”), subject

to certain conditions. The Conversion Price is subject to full ratchet antidilution protection and certain exceptions upon any subsequent

transaction at a price lower than the Conversion Price then in effect and standard adjustments in the event of stock dividends, stock

splits, combinations or similar events.

Dividends. Holders of the Series C Preferred

Stock shall be entitled to receive cumulative dividends at the rate per share of 8% per annum, payable quarterly. Such dividends shall

be payable, at the election of the Holder, in cash, shares of Common Stock, or any combination of cash and shares of Common Stock.

Voting. Except as otherwise required by

law, the Series C Preferred Stock shall have no voting rights.

Liquidation. In the event of any voluntary

or involuntary liquidation, dissolution or winding-up of the Company (a “Liquidation”), the holders of Series C Preferred

Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value of

each share of Series C Preferred Stock, plus any other fees or liquidated damages then due and owing thereon, before any distribution

or payment shall be made to the holders of any securities junior to the Series C Preferred Stock.

Ranking. The Series C Preferred Stock ranks

senior to all other shares of capital stock of the Company and any other class or series of preferred stock or other capital stock of

the Company created after the effectiveness of the Certificate of Designation as to payment of dividends, distributions and payments upon

the liquidation, dissolution and winding up of the Company. The Company shall not create a class or series of capital stock that is senior

in rank or pari passu to the Series C Preferred Stock without the consent of the holders of a majority of the Series C Preferred Stock.

The foregoing description of the terms of the

Certificate of Designation is not intended to be complete and is qualified in its entirety by reference to the full text of the Certificate

of Designation, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

3.1

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock

4.1

Promissory Note, dated September 10, 2026

10.1*

Securities Purchase Agreement, dated September 10, 2026, between Nuvve Holding Corp. and FirstFire Global Opportunities Fund, LLC

10.2*

Securities Exchange and Amendment Agreement, dated September 10, 2026, between Nuvve Holding Corp. and the holders named therein

99.1

Irrevocable Instruction Letter to Transfer Agent, dated September 10, 2026

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Certain of the exhibits and schedules to this exhibit have

been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits

and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: September 16, 2026

NUVVE HOLDING CORP.

By:

/s/ Gregory Poilasne

Gregory Poilasne

Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea030565301ex3-1.htm · Sequence: 2

Exhibit 3.1

Nuvve

Holdings Corp.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

Series

C CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

Delaware

GENERAL CORPORATION LAW

The undersigned, Gregory

Poilasne and David Robson, do hereby certify that:

1. They are the Chief Executive

Officer and Secretary, respectively, of Nuvve Holdings Corp., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized

to issue 1,000,000 shares of preferred stock from time to time in one or more series.

3. The following resolutions

were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate

of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 1,000,000 shares,

$0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors

is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation

preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof,

of any of them; and

WHEREAS, it is the desire

of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating

to a new series of the preferred stock, which shall consist of, except as otherwise set forth in the Exchange Agreement, up to 3,000 shares

of Series C Convertible Preferred Stock, par value $0.0001 per share, which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED,

that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,

rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of

preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1. Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Exchange Agreement

and the Original Purchase Agreement, as applicable. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Bankruptcy

Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule

1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment

of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any

Significant Subsidiary thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or

proceeding that is not dismissed within 60 days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated

insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any

Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that

is not discharged or stayed within 60 calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof

makes a general assignment for the benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of

its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant

Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing

or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Base Conversion

Price” shall have the meaning set forth in Section 7(b).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Conversion

Shares Registration Statement” means a registration statement that registers the resale of all or any portion of the Conversion

Shares by the Holders, which shall be named as “selling stockholders” therein, and meets the requirements of the Registration

Rights Agreement.

“Dilutive

Issuance” shall have the meaning set forth in Section 7(b).

“Dilutive

Issuance Notice” shall have the meaning set forth in Section 7(b).

“Dividend

Payment Date” shall have the meaning set forth in Section 3(a).

“Effective

Date” means the date that the initial Conversion Shares Registration Statement filed by the Corporation pursuant to the Registration

Rights Agreement is first declared effective by the Commission.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange

Agreement” means the Exchange Agreement, dated as of September 11, 2026, among the Corporation and the original Holders, as

amended, modified or supplemented from time to time in accordance with its terms.

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Indebtedness”

means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary

course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or

not the same are or should be reflected in the Corporation’s balance sheet (or the notes thereto), except guaranties by endorsement

of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c) the present value

of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.

“Issuable

Maximum” shall have the meaning set forth in Section 6(e).

“Junior

Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which

are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liens”

means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Liquidation”

shall have the meaning set forth in Section 5.

“New York

Courts” shall have the meaning set forth in Section 11(d).

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers

of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred

Stock.

“Original

Purchase Agreement” means that certain Securities Purchase Agreement, dated November 14, 2025, as amended, by and among the

Company and investors named therein).

“Permitted

Indebtedness” means (a) the Indebtedness existing on the Original Issue Date and (b) lease obligations and purchase money indebtedness

incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets.

“Permitted

Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental

charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and

by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Corporation) have been established

in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Corporation’s business, such

as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising

in the ordinary course of the Corporation’s business, and which (x) do not individually or in the aggregate materially detract from

the value of such property or assets or materially impair the use thereof in the operation of the business of the Corporation and its

consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing

for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with

Permitted Indebtedness under clause (a) thereunder, and (d) Liens incurred in connection with Permitted Indebtedness under clause (b)

thereunder, provided that such Liens are not secured by assets of the Corporation or its Subsidiaries other than the assets so acquired

or leased.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated November 14, 2024, as amended on or about the date of the Exchange

Agreement, among the Corporation and the Holders.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale of the Underlying Shares by each Holder as provided for in the Registration Rights Agreement.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities”

means the Preferred Stock, the Warrants, and the Underlying Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Subsidiary”

means any subsidiary of the Corporation as set forth in Exhibit 21.1 to Corporation’s Annual Report on Form 10-K for the most recent

fiscal year and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the

date of the Exchange Agreement.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the Pink Open Market operated by OTC Markets Group, Inc. (“Pink Market”), the OTCQB Venture Market (“OTCQB”),

the OTCID Market (“OTCID”) or the OTCQX Best Market (“OTCQX”), or any successors to any of the foregoing.

“Transaction

Documents” means this Certificate of Designation, the Exchange Agreement, the Registration Rights Agreement, all exhibits and

schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant

to the Exchange Agreement.

“Triggering

Event” shall have the meaning set forth in Section 10(a).

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock, upon exercise of the Warrants

and issued and issuable in lieu of the cash payment of dividends on the Preferred Stock in accordance with the terms of this Certificate

of Designation.

Section 2.

Designation, Amount and Par Value; Ranking. The series of preferred stock shall be designated as its Series C Convertible Preferred

Stock (the “Preferred Stock”) and the number of shares so designated shall be 3,000 (which shall not be subject to

increase without the written consent of the holders of a majority of the then outstanding shares of the Preferred Stock (each, a “Holder”

and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.0001 per share and a

stated value equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”). Except to the

extent that holders of a majority of the then outstanding shares of Preferred Stock (the “Required Holders”) expressly

consent to the creation of Parity Stock or Senior Preferred Stock, all shares of capital stock of the Corporation shall be junior in rank

to all Preferred Shares with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution

and winding up of the Corporation (such junior stock is referred to herein collectively as “Junior Stock”). The rights

of all such shares of capital stock of the Corporation shall be subject to the rights, powers, preferences and privileges of the Preferred

Shares. Without limiting any other provision of this Certificate of Designations, without the prior express consent of the Required Holders,

voting separately as a single class, the Corporation shall not hereafter authorize or issue any additional or other shares of capital

stock that are (i) of senior rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon

the liquidation, dissolution and winding up of the Corporation (collectively, the “Senior Preferred Stock”), or (ii)

of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation,

dissolution and winding up of the Corporation (collectively, the “Parity Stock”). In the event of the merger or consolidation

of the Corporation with or into another corporation, the Preferred Shares shall maintain their relative rights, powers, designations,

privileges and preferences provided for herein and no such merger or consolidation shall be consummated if it would result in the Preferred

Shares being treated in any manner inconsistently with the foregoing.

Section 3.

Dividends.

a) Dividends

in Cash or in Kind. From and after the first date of issuance of any Preferred Stock, Holders shall be entitled to receive, and the

Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the Stated Value per share) of 8% per annum (subject

to increase pursuant to Section 10(b)) (“Dividend Rate”), payable quarterly on January 1, April 1, July 1 and October

1, beginning on the first such date after the Original Issue Date and on each Conversion Date (with respect only to Preferred Stock being

converted) (each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable

payment shall be due on the next succeeding Trading Day), at the election of the Holder: (i) in cash, (ii) in duly authorized, validly

issued, fully paid and non-assessable shares of Common Stock valued at the Conversion Price, or (iii) in any combination of the foregoing.

b) [reserved].

c) Dividend

Calculations. Dividends on the Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar

day periods, and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not

earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of

dividends. Payment of dividends in shares of Common Stock shall otherwise occur pursuant to Section 6(c)(i) herein and, solely for purposes

of the payment of dividends in shares, the Dividend Payment Date shall be deemed the Conversion Date. Dividends shall cease to accrue

with respect to any Preferred Stock converted, provided that, the Corporation actually delivers the Conversion Shares within the time

period required by Section 6(c)(i) herein. Except as otherwise provided herein, if at any time the Corporation pays dividends partially

in cash and partially in shares, then such payment shall be distributed ratably among the Holders based upon the number of shares of Preferred

Stock held by each Holder on such Dividend Payment Date.

d) Late

Fees. Any dividends, whether paid in cash or shares of Common Stock, that are not paid within three Trading Days following a Dividend

Payment Date shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 18% per annum or the lesser

rate permitted by applicable law which shall accrue daily from the Dividend Payment Date through and including the date of actual payment

in full.

e) Other

Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem,

purchase or otherwise acquire directly or indirectly any Junior Securities. So long as any Preferred Stock shall remain outstanding, neither

the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution upon (other

than a dividend or distribution described in Section 6 or dividends due and paid in the ordinary course on preferred stock of the Corporation

at such times when the Corporation is in compliance with its payment and other obligations hereunder), nor shall any distribution be made

in respect of, any Junior Securities as long as any dividends due on the Preferred Stock remain unpaid, nor shall any monies be set aside

for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or shares pari passu

with the Preferred Stock.

Section 4. Voting

Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. However,

as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a

majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given

to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends,

redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the

Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights

of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of

the foregoing.

Section 5. Liquidation.

Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),

the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated

Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate

of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities,

and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the

Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares

if all amounts payable thereon were paid in full. A Fundamental Transaction shall not be deemed a Liquidation. The Corporation shall mail

written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

Section 6. Conversion.

a) Conversions

at Option of Holder. Each share of Preferred Stock, plus, if elected by the Holder, any accrued and unpaid dividend thereon, shall

be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that

number of shares of Common Stock (subject to the limitations set forth in Section 6(d) and Section 6(e)) determined by dividing the Stated

Value of such share of Preferred Stock, plus accrued and unpaid dividends thereon, by the Conversion Price. Holders shall effect conversions

by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”).

Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the amount of accrued and unpaid dividends

thereon elected to be converted by the Holder, the number of shares of Preferred Stock owned prior to the conversion at issue, the number

of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which

date may not be prior to the date the applicable Holder delivers by .pdf via email such Notice of Conversion to the Corporation (such

date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall

be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required.

The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To

effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares

of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case

such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue.

Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not

be reissued.

b) Conversion

Price. The conversion price for the Preferred Stock shall equal $1.40, subject to adjustment herein (the “Conversion Price”)

(subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the Original Issue Date).

c) Mechanics of Conversion.

i. Delivery

of Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising

the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Corporation

shall deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion Shares being acquired upon the conversion

of the Preferred Stock (including, for the avoidance of doubt, any accrued and unpaid dividends, elected by the Holder to be paid in shares

of Common Stock) which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date

(with respect to the shares of Common Stock registered for resale pursuant to a Conversion Shares Registration Statement), shall be free

of restrictive legends and trading restrictions (other than those which may then be required by the Exchange Agreement), and (B) a bank

check in the amount of accrued and unpaid dividends (if the Holder has elected or is required to pay accrued dividends in cash). On or

after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date (with respect to the shares of

Common Stock registered for resale pursuant to a Conversion Shares Registration Statement), the Corporation shall deliver the Conversion

Shares required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another

established clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the

standard settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the

Common Stock as in effect on the date of delivery of the Notice of Conversion.

ii. Failure

to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed

by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any

time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return

to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation

the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii. Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion

of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder

to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any

action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such

Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other

person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection

with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the

Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or

all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or any one

associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction

from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder shall

have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated

Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation

of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence

of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the

Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such

conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value

of Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and increasing to

$200 per Trading Day on the sixth Trading Day after the Share Delivery Date) for each Trading Day after the Share Delivery Date until

such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual

damages or declare a Triggering Event pursuant to Section 10 hereof for the Corporation’s failure to deliver Conversion Shares within

the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity

including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit

a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,

if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to

Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction

or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by

such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date

(a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available

to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions)

for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled

to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation

was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of

Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed

rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied

with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual

sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000

under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall

provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the

Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of Preferred Stock as required

pursuant to the terms hereof.

v. Reservation

of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized

and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on

the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other

than the Holder (and the other holders of the Preferred Stock) not less than the Required Minimum (as defined in the Original Purchase

Agreement). The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized,

validly issued, fully paid and nonassessable and, if a Conversion Shares Registration Statement is then effective under the Securities

Act, shall be registered for public resale to the extent covered by and in accordance with such Conversion Shares Registration Statement.

vi. Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock. As

to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its

election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion

Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with the provisions

of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional shares of

Preferred Stock.

vii. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any Holder

for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided

that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and

delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock and

the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the

issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation

that such tax has been paid. The Corporation shall pay all transfer agent fees required for same-day processing of any Notice of Conversion

and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Conversion Shares.

d) Beneficial

Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right

to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice

of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder

or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of

the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable

upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares

of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned

by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion

of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein

(including, without limitation, the Preferred Stock and Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution

Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation

contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities

owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall

be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination

of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates

and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership

Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers

a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the

number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic

or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more

recent written notice by the Corporation or the transfer agent setting forth the number of shares of Common Stock outstanding. Upon

the written or oral request of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder the

number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined

after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its

Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice

to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred

Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and

the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective

until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial

Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.

The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Section 7. Certain

Adjustments.

a) Stock

Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend or

otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,

or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,

(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv)

issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion

Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares

of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock

outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the

record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent

Equity Sales. If, at any time while this Preferred Stock is outstanding, the Corporation or any Subsidiary, as applicable, sells or

grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant

or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of

Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion

Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common

Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,

exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,

be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall

be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation

(or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price.

Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of an Exempt Issuance (as defined in the

Original Purchase Agreement). If the Corporation enters into a Variable Rate Transaction, despite the prohibition set forth in the Original

Purchase Agreement, the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion

price at which such securities may be converted or exercised. The Corporation shall notify the Holders in writing, no later than the Trading

Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the applicable

issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive

Issuance Notice”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant

to this Section 7(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares

based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers

to the Base Conversion Price in the Notice of Conversion.

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or

sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the

terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the

number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent

that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership

Limitation or the Corporation’s issuance of shares in excess of the Issuable Maximum, then the Holder shall not be entitled to participate

in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation or the Corporation’s issuance of shares in excess of

the Issuable Maximum).

d) Pro

Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or

otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"),

at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including without limitation,

the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution

(provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation or the Corporation’s issuance of shares in excess of the Issuable Maximum, then the

Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common

Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit

of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation

or the Corporation’s issuance of shares in excess of the Issuable Maximum).

e) Fundamental

Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more

related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation (and all

of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or

other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,

purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of

Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the

holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or

indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person

acquires more than 50% of the outstanding shares of Common Stock (each a “Fundamental Transaction”), then, upon any

subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have been

issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in

Section 6(d) and Section 6(e) on the conversion of this Preferred Stock), the number of shares of Common Stock of the successor or acquiring

corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock

is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) and Section 6(e) on

the conversion of this Preferred Stock). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately

adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common

Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a

reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock

are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given

the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction.

To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental

Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock

consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration.

The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other

Transaction Documents (as defined in the Exchange Agreement) in accordance with the provisions of this Section 7(e) pursuant to written

agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to

such Fundamental Transaction and shall, at the option of the holder of this Preferred Stock, deliver to the Holder in exchange for this

Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this

Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to any limitations

on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion

price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to

such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion

price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions

of this Certificate of Designation and the other Transaction Documents referring to the “Corporation” shall refer instead

to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation

under this Certificate of Designation and the other Transaction Documents with the same effect as if such Successor Entity had been named

as the Corporation herein.

f) Calculations.

All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

g) Notice

to the Holders.

i. Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall

promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement

of the facts requiring such adjustment.

ii. Notice

to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation

shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital

stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any

reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or

substantially all of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby

the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary

dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed

at each office or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by email to

each Holder at its last email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior

to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the

purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders

of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)

the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,

and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common

Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange,

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with

the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Preferred

Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

Section 8. [RESERVED].

Section 9. Negative Covenants.

As long as any shares of Preferred Stock are outstanding, unless the Required Holders shall have otherwise given prior written consent,

the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

a) other

than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness;

b) other

than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property

or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

c) amend

its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely

affects any rights of the Holder;

d) repay,

repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock, Common

Stock Equivalents or Junior Securities, other than as to (i) the Conversion Shares or Warrant Shares as permitted or required under the

Transaction Documents and (ii) repurchases of Common Stock or Common Stock Equivalents of departing officers and directors of the Corporation,

provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors for so long as the Preferred Stock

is outstanding;

e) pay

cash dividends or distributions on Junior Securities of the Corporation;

f) enter

into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission,

unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of

the Corporation (even if less than a quorum otherwise required for board approval);

g) enter

into any factoring agreement, merchant cash advance agreement, revenue-based financing or similar arrangement whereby the Corporation

receives funds from any third party against future product or services sales;

h) enter

into any agreement with respect to any of the foregoing.

Section 10. Interest Due Upon

Triggering Events.

“Triggering Event” means, wherever used herein any of the following events (whatever the reason for such event and

whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any

court, or any order, rule or regulation of any administrative or governmental body):

i. the

failure of the initial Conversion Shares Registration Statement to be filed within fifteen (15) days after the Closing Date or to be declared

effective by the Commission on or prior to the sixtieth (60)th day after the filing deadline (subject to extension to the extent

the Commission is shut down or not reviewing filings), or the Corporation does not meet the current public information requirements under

Rule 144 in respect of the Registrable Securities (as defined under the Registration Rights Agreement);

ii. if,

during the Effectiveness Period (as defined in the Registration Rights Agreement), the effectiveness of any Conversion Shares Registration

Statement lapses for more than an aggregate of 30 calendar days (which need not be consecutive calendar days) during any 12 month period,

or the Holders shall not otherwise be permitted to resell the applicable Registrable Securities under a Conversion Shares Registration

Statement for more than an aggregate of 30 calendar days (which need not be consecutive calendar days) during any 12 month period;

iii. the

Corporation shall fail to deliver Conversion Shares issuable upon a conversion hereunder that comply with the provisions hereof prior

to the fifth (5th) Trading Day after such shares are required to be delivered hereunder, or the Corporation shall provide written

notice to any Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversion

of any shares of Preferred Stock in accordance with the terms hereof;

iv. one

of the Events (as defined in the Registration Rights Agreement) described in subsections (i), (ii) or (iii) of Section 2(d) of the Registration

Rights Agreement shall not have been cured to the satisfaction of the Holders prior to the expiration of thirty (30) calendar days from

the Event Date (as defined in the Registration Rights Agreement) relating thereto;

v. the

Corporation shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In within five calendar days after notice

therefor is delivered hereunder or shall fail to pay all amounts owed on account of any Event (as defined in the Registration Rights Agreement)

within five days of the date due and payable;

vi. the

Corporation shall fail to have available a sufficient number of authorized and unreserved shares of Common Stock to issue to such Holder

upon a conversion hereunder;

vii. unless

specifically addressed elsewhere in this Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform

any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction Documents, and such failure

or breach shall not, if subject to the possibility of a cure by the Corporation, have been cured within 30 calendar days after the date

on which written notice of such failure or breach shall have been delivered;

viii. the

Corporation shall redeem more than a de minimis number of Junior Securities other than as to repurchases of Common Stock or Common

Stock Equivalents from departing officers and directors, provided that, while any of the Preferred Stock remains outstanding, such repurchases

shall not exceed an aggregate of $100,000 from all officers and directors;

ix. the

Corporation shall be party to a Fundamental Transaction;

x. there

shall have occurred a Bankruptcy Event;

xi. the

Common Stock shall fail to be listed or quoted for trading on a Trading Market for more than five Trading Days, which need not be consecutive

Trading Days;

xii. the

electronic transfer by the Corporation of shares of Common Stock through the Depository Trust Company or another established clearing

corporation is no longer available or is subject to a “chill”; or

xiii. any

monetary judgment, writ or similar final process shall be entered or filed against the Corporation, any subsidiary or any of their respective

property or other assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or

unstayed for a period of 45 calendar days.

b) Upon

the occurrence of a Triggering Event (in addition to all other rights the Holders may have hereunder or under applicable law in connection

with such Triggering Event) the Dividend Rate on all of the outstanding Preferred Stock shall increase to 18% per annum, accruing daily

from the date of such Triggering Event as default interest until such Triggering Event is cured and all then-due and payable amounts under

the Preferred Stock are paid in full. In addition, the Holders shall be entitled to exercise any and all other rights and remedies available

at law or in equity, including without limitation claims for damages, specific performance and injunctive relief.

Section 11. Miscellaneous.

a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Conversion, shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight courier

service, addressed to the Corporation, at 2488 Historic Decatur Road, Suite 230, San Diego, California 92106, Attention: Gregory Poilasne,

e-mail address gregory@nuvee.com, or such other e-mail address or address as the Corporation may specify for such purposes by notice to

the Holders delivered in accordance with this Section 11. Any and all notices or other communications or deliveries to be provided by

the Corporation hereunder shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight

courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Corporation, or

if no such e-mail address or address appears on the books of the Corporation, at the principal place of business of such Holder, as set

forth in the Exchange Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the

earliest of (i) the date of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address set

forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if

such notice or communication is delivered via e-mail attachment at the e-mail address set forth in this Section on a day that is not a

Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required

to be given.

b) Absolute

Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation

of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable,

on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost

or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed,

the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu

of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost,

stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof

reasonably satisfactory to the Corporation.

d) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall

be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles

of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated

by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,

employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New

York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein

(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert

in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New

York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered

or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this

Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation

and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any

legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation

or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing

party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred

in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver.

Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed

to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver

by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation

on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist

upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation

or a Holder must be in writing.

f) Severability.

If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation

shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to

all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the

applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate

of interest permitted under applicable law.

g) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall

be made on the next succeeding Business Day.

h) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed

to limit or affect any of the provisions hereof.

i) Status

of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Exchange Agreement. If any

shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized

but unissued shares of preferred stock and shall no longer be designated as its Series C Convertible Preferred Stock.

j) Amendments.

This Certificate of Designations or any provision thereof may be amended by obtaining the written consent of the majority of the Holders

of the Preferred Stock issued and outstanding on such date.

*********************

RESOLVED, FURTHER, that the Chairman, the president

or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed

to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution

and the provisions of Delaware law.

IN WITNESS WHEREOF, the undersigned

have executed this Certificate this 15th day of September, 2026.

/s/ Gregory

Poilasne

/s/ David Robson

Name:

Gregory Poilasne

Name:

David Robson

Title:

Chief Executive Officer

Title:

Secretary

ANNEX A

NOTICE OF CONVERSION

EX-4.1 — PROMISSORY NOTE, DATED SEPTEMBER 10, 2026

EX-4.1

Filename: ea030565301ex4-1.htm · Sequence: 3

Exhibit 4.1

NEITHER THE ISSUANCE AND SALE

OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE

FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID

ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN

ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $280,000.00

Issue Date: September 10, 2026

Actual Amount of Purchase Price: $250,000.00

PROMISSORY NOTE

FOR VALUE

RECEIVED, NUVVE HOLDING CORP., a Delaware corporation (hereinafter called the “Borrower” or the “Company”)

(Trading Symbol: NVVE), hereby promises to pay to the order of FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability

company, or registered assigns (the “Holder”), in the form of lawful money of the United States of America, the principal

sum of $280,000.00 (the “Principal Amount”) (subject to adjustment herein), of which $250,000.00 (the “Purchase Price”)

is the actual amount of the purchase price hereof plus an original issue discount in the amount of $30,000.00 (the “OID”),

and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum

from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or

by prepayment or otherwise, as further provided herein, with the understanding that the first twelve months of interest under this Note

(equal to $33,600.00) shall be guaranteed and earned in full as of the Issue Date. The maturity date shall be twelve (12) months from

the Issue Date (the “Maturity Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued

and unpaid interest and other fees, shall be due and payable.

This Note may not be prepaid or repaid in whole or in part

except as otherwise explicitly set forth herein.

Any Principal

Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%)

per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).

Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

All payments

due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (the “Common

Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be

made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this

Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall

instead be due on the next succeeding day which is a business day.

Each capitalized

term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated

as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note,

the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of

New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day”

means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),

provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

This Note

is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights

or other similar rights of shareholders of the Borrower, other than those that have already been waived or consented to as of the issuance

of this Note, and will not impose personal liability upon the holder thereof.

The following terms shall also apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following

the date that is six (6) calendar months after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal

Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists

on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be

changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting

to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable

means of communication dispatched on the Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided,

however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion

of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth

on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any

other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing

sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares

of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number

of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially

owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted

portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained

herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,

for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations

promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder

may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as

of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%

of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and

“Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated

organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph

shall apply to a successor holder of this Note. The number of Conversion Shares (as defined in the Purchase Agreement) (the “Conversion

Shares”) to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below)

by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit

A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance

with the terms of this Note; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in,

or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York

time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any

conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s

option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at

the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

1.2 Conversion Price.

(a) Calculation

of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under

this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”)

shall equal the lesser of (i) $1.40 (as adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification

or similar transaction that proportionately decreases or increases the Common Stock) or (ii) 85% of the lowest traded price of the Common

Stock on the Principal Market on any Trading Day during the ten (10) Trading Days prior to the respective Conversion Date (the “Market

Price”), subject to adjustment as provided in this Note, provided, however, that at all times on and after the occurrence of an

Event of Default (as defined in this Note) under this Note, the Market Price shall instead mean 70% of the lowest traded price of the

Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Days prior to the respective Conversion Date, subject

to adjustment as provided in this Note. If at any time the Conversion Price as determined hereunder for any conversion would be less than

the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value

for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional

Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion

shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price

not been adjusted by the Holder to the par value price. All such Conversion Price determinations are to be appropriately adjusted for

any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases

or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides

outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding

shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,

any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be

the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of

which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant

to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s Subsidiaries

(as defined in the Purchase Agreement) which would entitle the holder thereof to acquire at any time Common Stock, including, without

limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(b) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time while this Note is

outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and for any period

of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt, the Holder shall not be required to effectuate

such conversion in the event of any reduction in Conversion Price by the Company.

1.3 Authorized

and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from

its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a

number of Conversion Shares equal to the greater of: (a) 5,000,000 shares of Common Stock or (b) the sum of (i) the number of Conversion

Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the then applicable Conversion

Price multiplied by (ii) five (5) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion

Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed

its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated

by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who

are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute

and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section

1.4(f) hereof in accordance with the terms and conditions of this Note.

If, at any time,

the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in this Note) under this Note.

1.4 Method of Conversion.

(a) [Intentionally

Omitted].

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal

Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of

such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical

surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima

facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note,

acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid

and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the face hereof.

of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue

and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder

(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless

and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s

account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction

of the Borrower that such tax has been paid.

(d) Delivery

of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission

or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in

this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates

for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within

one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal

Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason

or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the

Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s

balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s

conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the

Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the

product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder

is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the

Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written

notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a

Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such

notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the

Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC

for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s

obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)

shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the

Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and

in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including

brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the

“Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares)

or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation

to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account

with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number

of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion

Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

(e) Obligation

of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s

transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding

Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect

such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of

this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other

assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s

obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares

as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder

to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any

action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or

any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the

Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection

with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of

Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

(f) Delivery

of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable

upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section

1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion

Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit

Withdrawal Agent Commission system.

1.5 Concerning

the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are

sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished

with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that

the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are

sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred

to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance

with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase

Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under

the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction

as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that

has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement

or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE

AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE

FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT,

OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend

set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without

such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by

crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such

Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold

pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as

of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated

by and in accordance with Section 4(l) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares

may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.

The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees

to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with

applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by

the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,

Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S,

or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

1.6 Effect of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined

below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which the Borrower

shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default

Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual,

corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this

Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the

rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment

of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as

may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate

any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior

written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders

to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,

reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b).

The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the

Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a

“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record

for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the

Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common

Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Purchase

Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities

or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders

of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,

the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on

which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the

record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e) [Reserved].

(f) Notice

of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described

in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) Business Day after the occurrence of each respective

adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate

setting forth (i) the Conversion Price in effect at such time, (ii) the number of shares of Common Stock and the amount, if any, of other

securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment

or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences

the adjustment or readjustment. In addition, the Borrower shall, within one (1) Business Day after each written request from the Holder,

furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such time, (ii) the number of shares of

Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note,

(iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not

limited to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment

or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action

by the Holder and regardless of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.

1.7 [Intentionally

Omitted].

1.8 Status

as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby shall be deemed

converted into shares of Common Stock and (ii) the Holder’s rights as the Holder of such converted portion of this Note shall cease

and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or

otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding

the foregoing, if the Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after

the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise

elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of

this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted

Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been

converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.

1.9 Prepayment.

At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on five

(5) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under

this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall

be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay

the Note, and (2) the date of prepayment which shall be five (5) Trading Days from the date of the Optional Prepayment Notice (the “Optional

Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s receipt of the Optional

Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead

convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the Borrower

in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below

to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay

the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of:

(w) the Principal Amount then outstanding plus (x) the accrued and unpaid interest on the Principal Amount to the Optional Prepayment

Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the

Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this

Section 1.9.

1.10 Repayment

from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under this Note, the Company receives

cash proceeds from the issuance of equity or debt, the incurrence of Indebtedness (as defined in this Note), a merchant cash advance,

sale of receivables or similar transaction, the conversion of outstanding warrants of the Company or any of the Company’s Subsidiaries,

the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) of the Company, or the sale of assets (including

but not limited to real property) by the Company, the Company shall, within one (1) business day of Company’s receipt of such proceeds,

inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in its sole discretion to require

the Company to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding Principal Amount and interest

(including any Default Interest) then due under this Note. Failure of the Company to comply with this provision shall constitute an Event

of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor

or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period

of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company

for the investor’s or underwriter’s resale). For the avoidance of doubt, the applicable repayment premium as further provided

for in Section 1.9 of this Note shall apply to any repayment of the Note under this Section 1.10 prior to the occurrence of an Event of

Default.

ARTICLE II. RANKING AND

CERTAIN COVENANTS

2.1 Ranking.

This Note shall be unsecured Indebtedness of the Borrower. “Indebtedness” shall mean all indebtedness, including but not limited

to (a) all indebtedness of the Borrower or Subsidiaries for the deferred purchase price of property or services, including any type of

letters of credit, (b) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, all obligations

of the Borrower or Subsidiaries evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter

incurred by the Borrower or Subsidiaries to finance the purchase of fixed or capital assets, including all capital lease obligations of

the Borrower which do not exceed the purchase price of the assets funded, (d) all guaranties, endorsements and other contingent obligations

in respect of indebtedness of Borrower, Subsidiaries or others, whether or not the same are or should be reflected in the Borrower’s

or Subsidiaries’ consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the Borrower or Subsidiaries

in respect of obligations of the kind referred to in clauses (a) through (d) above that the Borrower or Subsidiaries would not be permitted

to incur or enter into, and (f) all obligations of the kind referred to in clauses (a) through (e) above that the Borrower or Subsidiaries

is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing

right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract

rights) owned by the Borrower or Subsidiaries, whether or not the Borrower or Subsidiaries has assumed or become liable for the payment

of such obligation

2.2 Distributions

on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s

written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other

securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common

Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except

for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested

directors.

2.3 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s

Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified

use of the proceeds of disposition.

2.4 Advances

and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without

the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm, joint

venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except

loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior

to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course of business or (c) in regard

to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this

Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower

in connection with any indebtedness or accrued amounts owed to any such party.

2.5 Preservation

of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without

the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material assets

other than in the ordinary course of business; or (c) enter into a Variable Rate Transaction. In addition, so long as the Borrower shall

have any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have

no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties

owned or leased by it or in which the transaction of its business makes such qualification necessary.

2.6 Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or Bylaws,

or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,

or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all

times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

2.7 Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company

in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver

to the Holder a new Note.

ARTICLE III. EVENTS OF

DEFAULT

It shall be considered an event of

default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur on or after the

Issue Date:

3.1 Failure

to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether

at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

3.2 Conversion

and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will

not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of

this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

(iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs,

and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion

Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove

(or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend

(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon

conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat

that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written

announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder

shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent (including but

not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion of this Note

is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder

advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the

principal balance of the Note.

3.3 Breach

of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase Agreement,

this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or

in connection herewith or therewith.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note, Irrevocable

Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith

or therewith shall be false or misleading in any material respect when made.

3.5 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or

trustee shall otherwise be appointed.

3.6 Judgments.

Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of

its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days

unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8

Failure to Comply with the 1934 Act. At any time on or after the Issue Date, the Borrower shall fail to comply with the reporting

requirements of the 1934 Act (subject to a ten (10) Trading Day cure period) and/or the Borrower shall cease to be subject to the reporting

requirements of the 1934 Act.

3.9 Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Maintenance

of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets

which are necessary to conduct its business (whether now or in the future).

3.12 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from

two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

3.13 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

3.14 Cross-Default.

The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or

other instruments of the Company evidencing any Indebtedness of the Company (including those filed as exhibits to or described in the

Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.

3.15 Variable

Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.

3.16 Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form

8-K pursuant to Regulation FD on that same date.

3.17 Unavailability

of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to (i)

obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage

firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any

portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit

such shares into the Holder’s brokerage account.

3.18 Delisting,

Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock

(i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed on a Principal Market.

3.19 Rights

and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall

become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount

equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment

multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and

expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. In addition,

the principal balance of the Note shall increase by $5,000.00 on the 1st of each calendar month after the date of the occurrence

of an Event of Default until the Note is repaid in the entirety. Holder may, in Holder’s sole discretion, convert all or any portion

of this Note (including the Default Amount) into Common Stock pursuant to the terms of this Note (for the avoidance of doubt, this shall

apply even if such conversion occurs after the Maturity Date). The Holder shall be entitled to exercise all other rights and remedies

available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative to,

and not exclusive of, any rights or remedies otherwise available.

4.2 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,

telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently

by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand

delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address

or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first

business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be

received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

NUVVE HOLDING CORP.

2488 Historic Decatur Road, Suite 230

San Diego, CA 92106

Attention: Gregory Poilasne

e-mail:

If to the Holder:

FIRSTFIRE GLOBAL OPPORTUNITIES FUND,

LLC

1040 First Avenue, Suite 190

New York, NY 10022

e-mail:

4.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented.

4.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors

and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder.

The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private

transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent

of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona

fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that

following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may

be less than the amount stated on the face hereof.

4.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable and documented attorneys’ fees.

4.6 Arbitration

of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall submit all Claims (as defined in Exhibit C of

the Purchase Agreement) (the “Claims”) arising under this Note or any other agreement between the parties and their affiliates

or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit

C of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree that the Arbitration

Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other provisions of this Note. By executing

this Note, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal

counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the

expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions,

and that Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that Holder may

rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions. This Note shall be construed

and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note

shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. The Company and Holder consent to and expressly agree that the exclusive venue for arbitration of any

Claims arising under this Note or any other agreement between the Company and Holder or their respective affiliates (including but not

limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder or their respective affiliates

shall be in the State of Delaware. Without modifying the Company’s and Holder’s obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding

the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between

the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving

Company and the Company’s transfer agent under the Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement)

or otherwise related to Holder in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction,

temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Holder for

any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal

court sitting in the State of Delaware, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii)

agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction,

temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Holder for

any reason) outside of any state or federal court sitting in the State of Delaware, and (iv) waives any claim of improper venue and any

claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding

in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing

to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the Holder to realize on any

collateral or any other security, or to enforce a judgment or other court ruling in favor of the Holder, including through a legal action

in any court of competent jurisdiction, or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 4.15 of

this Note. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction

and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any

claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is

improper (including but not limited to based upon forum non conveniens). THE COMPANY AND THE HOLDER EACH HEREBY IRREVOCABLY

WAIVE ANY RIGHT IT MAY HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH

OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and

consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement, certificate, instrument

or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to Company at the address in effect for notices to it under this Note and agrees that such service shall constitute good

and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve

process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Note or any

other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party

its reasonable attorney’s fees and costs. If any provision of this Note shall be invalid or unenforceable in any jurisdiction, such

invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Note in that jurisdiction or the

validity or enforceability of any provision of this Note in any other jurisdiction.

4.7 Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower

and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine

and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder

in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion

of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that

such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment

without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase

Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the Transaction Documents

entered into in connection herewith and therewith.

4.9 Notice

of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock

unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification

of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the

event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive

payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,

consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other

right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed

liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior

to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),

of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief

statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The

Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with

the notification to the Holder in accordance with the terms of this Section 4.9.

4.10 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required.

4.11 Construction;

Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any

person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation

of, this Note.

4.12 Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under

this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability

of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum

lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any

rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature

of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental

action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this

Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,

interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such

excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner

of handling such excess to be at the Holder’s election.

4.13 Severability.

In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial

ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the

validity or enforceability of any other provision of this Note.

4.14 Terms

of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries of any security,

or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably believes is more

favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was

not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit of such more

favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such additional or

more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii)

such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower

complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable

to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.

4.15 Dispute

Resolution.

(a) In

the case of a dispute relating to the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue Date, Closing

Date, Maturity Date, the closing bid price, or fair market value (as the case may be) (including, without limitation, a dispute relating

to the determination of any of the foregoing) (the “Note Calculations”), the Company or the Holder (as the case may be) shall

submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the

circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise

to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days

following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case

may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside

accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent

Third Party.

(b) The

Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in

accordance with the first sentence of this Section 4.15(a) and (B) written documentation supporting its position with respect to such

dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the

Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood

and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives

its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute

and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such

Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any

written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute

Documentation.

Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and

the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and

expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of

such dispute shall be final and binding upon all parties absent manifest error.

(d) The

Company expressly acknowledges and agrees that (i) this Section 4.15 constitutes an agreement to arbitrate between the Company and the

Holder (and constitutes an arbitration agreement) under the rules then in effect under the Delaware Rules of Civil Procedure (“DRCP”)

and that the Holder is authorized to apply for an order to compel arbitration pursuant to the DRCP in order to compel compliance with

this Section 4.15, (ii) a dispute relating to the Note Calculations includes, without limitation, disputes as to (A) whether an issuance

or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B) the consideration per share at which an

issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was

an issuance or sale or deemed issuance or sale and (D) whether an agreement, instrument, security or the like constitutes a Common Stock

Equivalent, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected Independent

Third Party’s resolution of the applicable dispute, such Independent Third Party shall be entitled (and is hereby expressly authorized)

to make all findings, determinations and the like that such Independent Third Party determines are required to be made by such Independent

Third Party in connection with its resolution of such dispute (including, without limitation, determining (A) whether an issuance or sale

or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B) the consideration per share at which an issuance

or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance

or sale or deemed issuance or sale and (D) whether an agreement, instrument, security or the like constitutes a Common Stock Equivalent

and in resolving such dispute such Independent Third Party shall apply such findings, determinations and the like to the terms of this

Note and any other applicable Transaction Documents, and (iv) nothing in this Section 4.15 shall limit the Holder from obtaining any injunctive

relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 4.15).

[signature page follows]

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer on September 10, 2026.

NUVVE HOLDING CORP.

By:

/s/ Gregory Poilasne

Name:

Gregory Poilasne

Title:

Chief Executive Officer

EXHIBIT A -- NOTICE OF CONVERSION

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED SEPTEMBER 10, 2026, BETWEEN NUVVE HOLDING CORP. AND FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

EX-10.1

Filename: ea030565301ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES

PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2026, by and between NUVVE HOLDING CORP., a Delaware

corporation, with headquarters located at 2488 Historic Decatur Road, Suite 230, San Diego, CA 92106 (the “Company”), and

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190,

New York, NY 10022 (the “Buyer”).

WHEREAS:

A. The

Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States

Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B. Buyer

desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth

in this Agreement, a promissory note of the Company, in the aggregate principal amount of $280,000.00 (as the principal amount thereof

may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or

otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”),

convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms

and subject to the limitations and conditions set forth in such Note; and

C. The

Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth in

this Agreement.

NOW THEREFORE,

in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase

of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from

the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other

than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive

order to remain closed.

b. Form of Payment. On the Closing

Date: (i) the Buyer shall pay the purchase price of $ 250,000.00 (the “Purchase Price”) for the Note, to be issued and

sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the

Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed

Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing Date, the Buyer shall withhold

a non-accountable sum of $6,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions

contemplated by this Agreement. On the Closing Date, the Buyer shall also withhold a sum of $15,000.00 from the Purchase Price to

cover the Company’s fees owed to Digital Offering LLC, a registered broker-dealer (CRD #166401) (the “Placement

Agent”), in connection with the transactions contemplated by this Agreement. On the Closing Date, the Buyer shall pay

$30,000.00 of the Purchase Price directly to Baker & Hostetler LLP for the Company’s benefit, which amount, for purposes

of clarity, shall be withheld from the Purchase Price by the Buyer at the Closing for such payment. On the closing Date, the Buyer

shall pay $87,010.00 of the Purchase Price directly to ACH Capital UT LLC for the Company’s benefit, which amount, for

purposes of clarity, shall be withheld from the Purchase Price by the Buyer at the Closing for such payment.

c. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date

and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the

Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.

d. Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location

as may be agreed to by the parties (including via exchange of electronic signatures).

2. Buyer’s

Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

a. Investment

Purpose. As of the Closing Date, the Buyer is purchasing the Note (the Note and shares of Common Stock issuable upon conversion of

or otherwise pursuant to the Note (the “Conversion Shares”) shall collectively be referred to herein as the “Securities”)

for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or

exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does

not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at

any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited

Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited

Investor”).

c. Reliance

on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy

of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer

set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information.

The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all

materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities

which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains

outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding

the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will

not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the

Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall

modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

e. Governmental

Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed

upon or made any recommendation or endorsement of the Securities.

f. Transfer

or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under

the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost

of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance

and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred

may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the

Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a

successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance

with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable

exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation

S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in

form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the

Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule

and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person

through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance

with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor

any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply

with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained

herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending

arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the

Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be required to provide the Company with any

notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

g. Legends.

The Buyer understands that until such time as the Note and/or Conversion Shares, have been registered under the 1933 Act or may be sold

pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number

of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially

the following form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER THE ISSUANCE

AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE

EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR

OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend

set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common

Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable

shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository

Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered

for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then

be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section

4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its

transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant

to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined

in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

h. Authorization;

Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of

the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except

as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights

generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

3. Representations

and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

a. Organization

and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing

and in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and

conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.

The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction

in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where

the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means

any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,

if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection

herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the

Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization;

Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to

consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,

(ii) the execution and delivery of this Agreement, the Note, and Conversion Shares by the Company and the consummation by it of the transactions

contemplated hereby and thereby (including without limitation, the issuance of the Note as well as the issuance and reservation for issuance

of the Conversion Shares issuable upon conversion of the Note) have been duly authorized by the Company’s Board of Directors and

no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this

Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and

delivered by the Company by its authorized representative, and such authorized representative is the true and official representative

with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind

the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such

instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with

their terms.

c. Capitalization;

Governing Documents. As of September 10, 2026, the authorized capital stock of the Company consists of: 400,000,000 authorized shares

of Common Stock, of which 993,791 shares were issued and outstanding, and 1,000,000 authorized shares of preferred stock, of which (a)

35,000 shares of preferred stock were authorized and designated as Series A convertible preferred stock, 134 shares of which were issued

and outstanding, and (b) 150,000 shares of preferred stock were authorized and designated as Series B convertible preferred stock, 14,737

shares of which were issued and outstanding. All of such outstanding shares of capital stock of the Company, and the Conversion Shares

are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company

are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through

the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such

date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for,

puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating

to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,

or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of

the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries

is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment

provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered

by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate

of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect

on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the

Company and the material rights of the holders thereof in respect thereto.

d. Issuance

of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance

with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect

to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not

impose personal liability upon the holder thereof.

e. [Intentionally

Omitted].

f. Acknowledgment

of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common Stock

upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion

Shares, are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other

shareholders of the Company.

g. No

Conflicts. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion

Shares) will not, other than has been duly waived or otherwise consented to prior to the date hereof, (i) conflict with or result in a

violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of

any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give

to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture,

patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any

law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory

organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any

property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,

accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger

any anti-dilution and/or ratchet provision contained in any other contract in which the Company is a party thereto or any security issued

by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other

organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice

or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries

has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation

of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets

of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,

have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be

conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.

Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the

Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental

agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform

any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note

in accordance with the terms hereof and, upon conversion of the Note, issue Conversion Shares. All consents, authorizations, orders, filings

and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior

to the date hereof. The Company is not in violation of the listing requirements of the Principal Market (as defined herein) and does not

reasonably anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries

are unaware of any facts or circumstances which might give rise to any of the foregoing. The “Principal Market” shall mean

the principal securities exchange or trading market where such Common Stock is listed or traded, including but not limited to any tier

of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such

markets.

h. SEC

Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)

(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto

and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC

Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934

Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at

the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable

law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,

the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting

requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in

accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present

in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof

and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,

to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the

Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent

to June 30, 2026, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under

generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not

material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934

Act.

i. Absence

of Certain Changes. Since June 30, 2026, there has been no material adverse change and no material adverse development in the assets,

liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the

Company or any of its Subsidiaries, other than have been reported in the SEC Documents.

j. Absence

of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government

agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against

or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material

Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company,

threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material

Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

k. Intellectual

Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications,

patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and

copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated

to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s

knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary

to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the

Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not

infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which

might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the

secrecy, confidentiality and value of their Intellectual Property.

l. No

Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal

restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected

in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement

which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

m. Tax

Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns,

reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each

of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for

the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid

taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no

basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment

or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing

authority.

n. Transactions

with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments

in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties

and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees of the Company

is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and

directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental

of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the

knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has

a substantial interest or is an officer, director, trustee or partner.

o. Disclosure.

All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer

pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material

respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein,

in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect

to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which,

under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly

announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into

an effective registration statement filed by the Company under the 1933 Act).

p. Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity

of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges

that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement

and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection

with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s

purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement

has been based solely on the independent evaluation of the Company and its representatives.

q. No

Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or

indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be

integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

r. No

Brokers; No Solicitation. Except with respect to the Placement Agent, the Company has taken no action which would give rise to any

claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated

hereby. The Company represents and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s)

solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement. The Company represents

and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) is required to be registered as

a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate the transactions encompassed by this

Agreement, the Note, and the related transaction documents entered into in connection herewith (the “Transaction Documents”),

(ii) fulfill the Buyer’s obligations under the Transaction Documents, or (iii) exercise any of the Buyer’s rights under the

Transaction Documents (including but not limited to the sale of the Securities).

s. Permits;

Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,

easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and

to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending

or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company

nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,

defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since

June 30, 2026, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults

or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults

or violations would not have a Material Adverse Effect.

t. Environmental Matters.

(i) There

are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past

or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,

conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability

under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws

and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending

or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental Laws” means

all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,

discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,

“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,

injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved

thereunder.

(ii) Other

than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or

about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released

on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property

was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its

Subsidiaries’ business.

(iii) There

are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are

not in compliance with applicable law.

u. Title

to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable

title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free

and clear of all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property and facilities

held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions

as would not have a Material Adverse Effect.

v. Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries

are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies

of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general

liability coverage.

w. Internal

Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the

judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with

management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is

permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

x. Foreign

Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting

on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds

for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect

unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision

of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other

unlawful payment to any foreign or domestic government official or employee.

y. Solvency.

The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market

value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and

currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to

the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability

to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for

its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern,

which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

z. No

Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not

be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).

The Company is not controlled by an Investment Company.

aa. No Off

Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries

and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is

not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

bb. No

Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other

officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933

Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of

the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether

any Issuer Covered Person is subject to a Disqualification Event.

cc. Manipulation

of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action

designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price

of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation

for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another

to purchase any other securities of the Company.

dd. Bank Holding

Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor

any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of

any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the

BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence

over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

ee. Illegal

or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge,

any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business

entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made

or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i)

as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive

public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its

Subsidiaries.

ff. Breach

of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties

set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered

an Event of Default under Section 3.4 of the Note.

4. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

a. Best

Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Form

D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide

a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company

shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement

under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),

and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c. Use

of Proceeds. The Company shall use the Purchase Price for business development, pursuing a registered offering of Common Stock, acquisitions

or similar transactions and general working capital, and not for any other purpose, including but not limited to (i) the repayment of

any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) the repayment of any debt issued in

corporate finance transactions (including but not limited to promissory notes that have the ability to be converted into Common Stock),

(iii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s

currently existing operations), (iv) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company,

or (v) in violation or contravention of any applicable law, rule or regulation.

d. [Intentionally

Omitted]

e. Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this

Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained

in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the

total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments

which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the

“Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both

of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated to

pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed

that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument

contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum

contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or

instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under

any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness

evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by

the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to

be at the Buyer’s election.

f. Restriction

on Activities. Beginning on the date of this Agreement and continuing until the Note is repaid or converted in full, the Company shall

not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change

the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course

of business.

g. Listing.

The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal

Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic

quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or

rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly

provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems

on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation

systems.

h. Corporate

Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall

not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation with the written consent

of the Buyer or sale of all or substantially all of the Company’s assets with the written consent of the Buyer, where the surviving

or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments

entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on

the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

i. No

Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would

require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be

integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the

Company or its securities.

j. Compliance

with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note or any Conversion Shares, the Company

shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements

of the 1934 Act. During the period that the Buyer beneficially owns the Note or any Conversion Shares, if the Company shall (i) fail for

any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information

requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer

in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”)

then, as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell the Securities

(which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity), the

Company shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day of a Public Information

Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the date such Public Information

Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(j) are referred to herein as “Public

Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar

month during which such Public Information Failure Payments are incurred and (iii) the third business day after the event or failure giving

rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in

a timely manner, such Public Information Failure Payments shall bear interest at the rate of 5% per month (prorated for partial months)

until paid in full.

k. [Intentionally

Omitted].

l. Legal

Counsel Opinions. Upon the reasonable request of the Buyer from to time to time, the Company shall be responsible (at its cost) for

promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal

Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns

is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied

and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement)

or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may

(at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct

its transfer agent to accept such opinion.

m. Piggy-Back

Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth in Exhibit B hereto.

n. Most

Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid,

the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common

Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting

such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor does not receive

the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits established in

favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant

to a definitive written agreement or agreements between the Company and the Buyer.

o. Subsequent

Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall

not, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, effect or enter into an agreement

involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or

sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional

shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies

with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity

securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance

of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an Equity Line of

Credit (as defined in the Note), whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to

obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect

damages.

p. Non-Public

Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or

its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information,

unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep such information

confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions

in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s

consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its

Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material,

non- public information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information

provided, or any other communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding

the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant

to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if

the Company provides any material non-public information to the Buyer without their prior written consent, and it fails to immediately

(no later than that business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated

damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending

and including the day the Form 8-K disclosing this information is filed.

q. D&O

Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company's

(including its subsidiary) officers and directors for a period of 9 months after the Closing with respect to any losses, claims, damages,

liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their

status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

r. [Intentionally

Omitted].

s. No

Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the

Company shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is

currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.

t. [Intentionally

Omitted].

u. Amendment

of Prior Transactions. The Company shall not amend or alter the provisions or terms of any debt or Common Stock Equivalents (including

but not limited to any warrants exercisable into Common Stock and promissory notes convertible into Common Stock) of the Company issued

on or prior to the date of this Agreement without the express written consent of the Buyer.

v. Breach

of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in

addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section

3.3 of the Note.

5. Transfer

Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or

issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note,

the Conversion Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof

(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the

Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a

form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common

Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to

registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144,

Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date

that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g)

of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in

this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the

books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent

not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form)

any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by

the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or

hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on

any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the

Note and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within

6 hours of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set

forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If

the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for

opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration

under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold

pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the

Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in

such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges

that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or

threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available

remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and

without any bond or other security being required.

6. Conditions

to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the

Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these

conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The

Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase

Price in accordance with Section 1(b) above.

c. The

representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the

Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions

to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject

to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s

sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The

Company shall have executed this Agreement and delivered the same to the Buyer.

b. The

Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance with

Section 1(b) above.

c. The

Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

d. The

representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing

Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have

performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to

be performed, satisfied or complied with by the Company at or prior to the Closing Date.

e. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No

event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. Trading

in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

h. The

Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its

Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,

as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly

called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated

hereby.

8. Governing Law; Miscellaneous.

a. Arbitration

of Claims; Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit C of this Purchase Agreement)

(the “Claims”) arising under this Agreement or any other agreement between the Company and Buyer or their respective affiliates

(including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer or their respective

affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Purchase Agreement (the “Arbitration

Provisions”). The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on

the Company and Buyer hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents,

warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions

(or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution

of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take

a position contrary to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon the foregoing representations

and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and

all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal

laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of

Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

The Company and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Agreement

or any other agreement between the Company and Buyer or their respective affiliates (including but not limited to the Transaction Documents)

or any Claim relating to the relationship of the Company and Buyer or their respective affiliates shall be in the State of Delaware. Without

modifying the Company’s and Buyer’s mandatory obligations to resolve disputes hereunder pursuant to the Arbitration Provisions,

for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including

any governing law and venue terms) of any transfer agent services agreement or other agreement between the Company’s transfer agent

and the Company, such litigation specifically includes, without limitation any action between or involving Company and the Company’s

transfer agent under the Irrevocable Transfer Agent Instructions or otherwise related to Buyer in any way (specifically including, without

limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Buyer for any reason)), each party hereto hereby (i) consents to and expressly submits

to the exclusive personal jurisdiction of any state or federal court sitting in the State of Delaware, (ii) expressly submits to the exclusive

venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Buyer for any reason) outside of any state or federal court sitting in the State of Delaware,

and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim,

defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or

proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed

to limit, the ability of the Buyer to realize on any collateral or any other security, or to enforce a judgment or other court ruling

in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder,

any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based

upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL

FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED

HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding

in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate, instrument

or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and

costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall

not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of

any provision of this Agreement in any other jurisdiction.

b. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and

effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile

or email/.pdf transmission shall be deemed validly delivery thereof.

c. Construction;

Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any

person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect

the interpretation of, this Agreement.

d. Severability.

In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is

invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that

it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove

invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note,

or any other agreement, certificate, instrument or document contemplated hereby or thereby.

e. Entire

Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or

any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Buyer.

f. Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be

(i) personally served, (ii) deposited

in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with

charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address

as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given

hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by

the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours

where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during

normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express

courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses

for such communications shall be:

If to the Company, to:

NUVVE HOLDING CORP.

2488 Historic Decatur Road, Suite 230

San Diego, CA 92106

Attention: Gregory Poilasne

e-mail:

with a copy to:

Baker & Hostetler LLP

1900 Avenue of the Stars, Suite 2700

Los Angeles, CA 90067

Attention: Alan A. Lanis, Jr.

e-mail:

If to the Buyer:

FIRSTFIRE GLOBAL OPPORTUNITIES FUND,

LLC

1040 First Avenue, Suite 190

New York, NY 10022

e-mail:

g. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company

shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign

its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from

the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third

Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and

assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival.

The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing

hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and

hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to

any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any

of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Publicity.

The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal

Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,

that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other

applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although

the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with

a copy thereof and be given an opportunity to comment thereon).

k. Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l. No

Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their

mutual intent, and no rules of strict construction will be applied against any party.

m. Indemnification.

In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition

to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold

harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of

the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions

contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,

suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether

any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’

fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating

to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other

agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation

of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or

thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes

a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or

enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)

any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,

or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by

this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make

the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

n. Remedies.

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent

and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby will be inadequate

and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note, or any other agreement,

certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled, in addition to all other available

remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing

or curing any breach of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby,

and to enforce specifically the terms and provisions hereof and thereof, without the necessity of showing economic loss and without any

bond or other security being required.

o. Payment

Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, or pursuant

to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or exercises its

rights hereunder, pursuant to the Note, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or

thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not limited to

the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered

from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver,

government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal

law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation or part thereof originally

intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement

or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal to the amount that was for any

reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer,

or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person

or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause

of action).

p. Failure

or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative to,

and not exclusive of, any rights or remedies otherwise available.

q. Electronic

Signature. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or

in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000)) and

by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts

so executed and delivered shall be construed together and shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned

Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

NUVVE HOLDING CORP.

By:

/s/ Gregory Poilasne

Name:

GREGORY POILASNE

Title:

CHIEF EXECUTIVE OFFICER

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

By: FirstFire Capital Management LLC, its manager

By:

/s/

Eli Fireman

Name:

ELI FIREMAN

Title:

AUTHORIZED SIGNATORY

EXHIBIT

FORM OF NOTE

EXHIBIT

PIGGY-BACK

REGISTRATION RIGHTS

All of the

Conversion Shares shall be deemed “Registrable Securities” subject to the provisions of this Exhibit B. All capitalized terms

used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities Purchase Agreement to which this

Exhibit is attached.

1. Piggy-Back Registration.

1.1 Piggy-Back

Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933

Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable

or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for

their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with

any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger

or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing

on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated

filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration

Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering,

and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable

Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”).

The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters

of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the

same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities

in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus

covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement

is declared effective by the SEC).

1.2 Withdrawal.

Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any

Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration

Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written

contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection

with such Piggy-Back Registration as provided in Section 1.5 below.

1.3 The

Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities

is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus

included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material

fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement

to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities,

such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities

shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the

receipt of such supplement or amendment.

1.4

The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and

such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may

from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such

holders shall furnish the Company with such information.

1.5 All

fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company whether

or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence

shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s

counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required

to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities

or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for

the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing

that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities

with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for

the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons

or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit B and (vii)

reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority

of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses

incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries

and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses

incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall

the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

1.6 The

Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers,

directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person

holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls

the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act)

and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally

equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual

or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all

losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,

“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact

contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in

any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances

under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any

state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B,

except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer

or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and

each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection

with the transactions contemplated by this Exhibit B of which the Company is aware.

1.7 If

the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for

any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate

to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted

in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be

determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a

material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the

Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct

or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include

any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such

party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party

in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined

by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in

the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable

Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received

by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds

the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission.

[End of Exhibit B]

EXHIBIT

ARBITRATION PROVISIONS

EX-10.2 — SECURITIES EXCHANGE AND AMENDMENT AGREEMENT, DATED SEPTEMBER 10, 2026, BETWEEN NUVVE HOLDING CORP. AND THE HOLDERS NAMED THEREIN

EX-10.2

Filename: ea030565301ex10-2.htm · Sequence: 5

Exhibit 10.2

SECURITIES EXCHANGE AND AMENDMENT AGREEMENT

This SECURITIES EXCHANGE

AND AMENDMENT AGREEMENT (this “Agreement”) is made effective as of September 10, 2026, by and between Nuvve

Holding Corp. (the “Company”) and the investors listed on the signature pages hereto (each, a “Holder”

and collectively, the “Holders”).

RECITALS

WHEREAS, as of the

date hereof, each Holder holds the number of shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per

share (“Series A Preferred Stock”), as set forth opposite each Holder’s name on Schedule 1 attached

hereto (collectively, the “Original Shares”);

WHEREAS, the Company

and the Holders have agreed to exchange all outstanding Original Shares held by the Holders as of the date hereof for the number of shares

(the “Exchange Shares”) of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share

(“Series C Preferred Stock”), created pursuant to the Certificate of Designation of Preferences, Rights and

Limitations of Series C Convertible Preferred Stock (the “Certificate of Designation”), set forth opposite each

Holder’s name on Schedule 1 hereto, pursuant to the terms and conditions set forth in this Agreement and in reliance

on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities

Act”);

WHEREAS, the Company

and the Holders are party to that certain Registration Rights Agreement, dated November 14, 2025 (the “Registration Rights

Agreement”);

WHEREAS, pursuant to

Section 6(d) of the Registration Rights Agreement, the Registration Rights Agreement can be amended by a written instrument signed by

the Company and the holders of 50.1% or more of the outstanding Registrable Securities (as defined in the Registration Rights Agreement);

WHEREAS, the Holders

collectively hold more than 50.1% of the outstanding Registrable Securities (as defined in the Registration Rights Agreement) as of the

date hereof; and

WHEREAS, the Company

and the Holders desire to amend the Registration Rights Agreement to provide that the shares of Common Stock of the Company, par value

$0.0001 per share (the “Common Stock”) issuable upon the conversion of any shares of Series C Preferred Stock

issued to the Holders (the “Conversion Shares”) be deemed “Registrable Securities” under the Registration

Rights Agreement, such that the Conversion Shares shall be subject to certain registration rights set forth in the Registration Rights

Agreement.

NOW, THEREFORE, in

consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be

bound, hereby agree as follows:

AGREEMENT

ARTICLE I. DEFINITIONS

1.01 Defined Terms. Capitalized terms used

herein but not otherwise defined herein shall have the respective meanings given such terms as set forth below:

(a) “Board

of Directors” means the board of directors of the Company.

(b) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

Date” shall have the meaning set forth in Section 2.01(a) hereof.

(d) “Commission”

means the United States Securities and Exchange Commission.

(e) “Conversion

Shares” shall have the meaning set forth in the recitals hereof.

(f) “Exchange”

shall have the meaning set forth in Section 2.01(a) hereof.

(g) “Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(h) “Material

Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,

(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the

Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely

basis its obligations under any Transaction Document.

(i) “National

Securities Exchange” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading

on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the

New York Stock Exchange or any successors to any of the foregoing.

(j) “Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(k) “Principal

Market” means the Trading Market on which the Common Stock is primarily listed or quoted for trading on the date in question.

(l) “Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

(m) “Shares”

means the Exchange Shares and the Conversion Shares.

(n) “Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the National Securities Exchange

from the stockholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance

of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock immediately prior to the Closing.

(o) “Trading

Day” means a day on which the Principal Market is open for trading.

(p) “Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the Pink Open Market operated by OTC Markets Group, Inc., the OTCQB Venture Market, the OTCID Market or the OTCQX Best Market,

or any successors to any of the foregoing.

(q) “Transaction

Documents” means this Agreement, the Registration Rights Agreement, as amended, and the Certificate of Designation, all exhibits

and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

ARTICLE II. EXCHANGE, AMENDMENTS AND

TERMINATION

2.01 The

Exchange. At the Closing (as defined below), the Company and each Holder shall, pursuant to Section 3(a)(9) of the Securities Act,

exchange such Holder’s Original Shares for the Exchange Shares in the amounts set forth opposite such Holder’s name on Schedule

1 hereto (collectively, the “Exchange”).

(a) Closing.

The closing of the Exchange (the “Closing”) shall occur remotely via exchange of signatures on the Trading Day

on which all conditions have been satisfied or waived (such date, the “Closing Date”).

(b) No

Consideration. On the Closing Date, the Exchange Shares shall be issued to each Holder in the amounts set forth opposite such Holder’s

name on Schedule 1 attached hereto, in exchange for such Holder’s Original Shares, without the payment of any other

consideration by such Holder that would not be consistent with the application of Section 3(a)(9) of the Securities Act to the issuance

of the Exchange Shares.

In the Exchange, the Company shall, at the Closing, issue and deliver (or cause to be issued and delivered) the Exchange Shares to the

Holders (or in the name of a custodian or nominee of each Holder, or as otherwise requested by the respective Holder in writing) at the

Holder’s election, in book-entry form. The Exchange Shares shall contain any restrictive legends required by the Securities Act.

(d) Tacking.

The holding period of the Original Shares for purposes of Rule 144 and Section 4(a)(1) of the Securities Act tacks on to the holding period

of the Exchange Shares.

(e) Legend

Removal. The Company shall, and shall cause its legal counsel to, cooperate in good faith with each Holder and the transfer agent

of the Company (the “Transfer Agent”) in connection with any request for the removal of restrictive legends

relating to the Conversion Shares. Such counsel shall deliver any required opinions promptly and shall not impose conditions or requirements

beyond what is strictly necessary to comply with applicable securities laws and customary legal practice. The Company shall be responsible

for the prompt and full payment of all fees and expenses of its Transfer Agent, legal counsel, and any other costs associated with such

legend removals.

2.02 Amendment

of Registration Rights Agreement. The parties hereto hereby agree that, effective as of the Closing, the terms of the Registration

Rights Agreement be amended to provide that the Conversion Shares issuable upon the conversion of any shares of Series C Preferred Stock

issued to the Holders shall constitute “Registrable Securities” as defined under the Registration Rights Agreement, and such

Conversion Shares shall be subject to the same registration rights applicable to the shares of Common Stock issuable upon the conversion

of the shares of Series A Preferred Stock under the Registration Rights Agreement.

2.03 Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Holder the following:

(i) this

Agreement duly executed by the Company;

(ii) a

certified copy of the Certificate of Designation as certified by the Delaware Secretary of State of the State of Delaware;

(iii) an

irrevocable instruction letter to the transfer agent of the Company regarding the issuance of Conversion Shares; and

(iv) a

certificate of good standing from the Secretary of State of Delaware.

(b) On

or prior to the Closing Date, each Holder shall deliver or cause to be delivered to the Company this Agreement duly executed by such Holder.

2.04 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) all

obligations, covenants and agreements of each Holder required to be performed at or prior to the Closing Date shall have been performed;

(ii) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Holders contained herein; and

(iii) the

delivery by each Holder of the item set forth in Section 2.03(b) of this Agreement.

(b) The

obligations of each Holder hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein;

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.03(a) of this Agreement;

(iv) the

Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the

Exchange Shares, including without limitation, those required by the Principal Market, if any.

(v) there

shall have been no Material Adverse Effect with respect to the Company; and

(vi) from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

Principal Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not

have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,

or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude

in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Holders,

makes it impracticable or inadvisable to consummate the Exchange.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

The Company represents and

warrants to each Holder as of the date hereof as follows:

3.01 Organization,

Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the

State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business

as it is now being conducted.

3.02 Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the transactions

contemplated by this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms thereof. The execution,

delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby

have been duly and validly authorized by all necessary corporate action of the Company, and no further consent or authorization of the

Company or its Board of Directors or stockholders is required. When executed and delivered by the Company, the Transaction Documents shall

constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such

enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar

laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of

general application.

3.03 Issuance

of Shares. When the Shares are issued in accordance with the terms of this Agreement and the Certificate of Designation, as applicable,

the Shares shall be validly issued and outstanding, fully-paid, non-assessable and free and clear of all liens, of any pre-emptive rights

and of rights of refusal of any kind.

3.04 No

Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company

of the transactions contemplated thereby do not and will not materially: (i) conflict with or violate any provision of the Company’s

certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a

default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any liens, claims,

security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give to others

any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement,

credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such

Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict with or result in a violation

of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which

the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company

is bound or affected, except, in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result

in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations

of the Company, taken as a whole, or in its ability to perform its obligations under the Transaction Documents.

3.05 SEC

Reports; Financial Statements. Other than as set forth on Schedule 3.05 hereto, the Company has filed all reports, schedules,

forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant

to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by

law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid

extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective

dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,

and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the

Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance

with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and

its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

3.06 Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation

and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in

connection with such electronic transfer.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES

OF THE HOLDER

Each Holder represents and

warrants to the Company as of the date hereof as follows:

4.01 Organization

and Standing of the Holder. Such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction

of its organization.

4.02 Authorization

and Power. Such Holder has the requisite power and authority to enter into and perform this Agreement. The execution, delivery and

performance of this Agreement by such Holder and the consummation by it of the transactions contemplated hereby have been duly authorized

by all necessary corporate action, and no further consent or authorization of such Holder or its Board of Directors or stockholders is

required. When executed and delivered by such Holder, this Agreement shall constitute the valid and binding obligations of such Holder

enforceable against such Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement

of, creditor’s rights and remedies or by other equitable principles of general application.

4.03 Ownership.

Such Holder is the sole owner of all right, title and interest in and to the Original Shares as set forth opposite such Holder’s

name on Schedule 1 hereto under the column “Outstanding Original Shares”, free and clear of all liens, and such

amount of Original Shares set forth opposite such Holder’s name on Schedule 1 hereto constitutes all of such Holder’s

shares of Series A Preferred Stock.

ARTICLE V. MISCELLANEOUS

5.01 Mutual

Release of Claims. The Company on behalf of itself, and its respective parents, subsidiaries, predecessors, successors, assigns, and

transferees, as well as its respective former and present directors, officers, managers, shareholders, members, partners, and insurers,

agree that the foregoing consideration represents settlement in full of all outstanding obligations owed by the Company and this Agreement

fully and finally resolves all claims, contentions, and allegations it and each Holder has or may have, from the beginning of time to

the date of this Agreement, arising out of or in any way relating to the Original Shares. The Company and each Holder mutually agree and

each hereby fully and forever releases the other from, and agree not to sue concerning, any claim, duty, obligation or cause of action

relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, arising from any omissions, acts or

facts that have occurred up until and including the date of this Agreement.

5.02 Stockholder

Approval. If the Common Stock shall become listed or quoted for trading on a National Securities Exchange subsequent to the date hereof,

the Company shall hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) at the earliest practical

date for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposal

be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management

proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company

shall use its reasonable best efforts to obtain such Stockholder Approval.

5.03 Amendment.

No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Holders entitled

to receive in the Exchange, in the aggregate, at least a majority of the number of Series C Preferred Stock issuable at the Closing.

5.04 Notices.

Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be

effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a Business Day during

normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than

on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following the date

of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall

first occur or (c) upon delivery by e-mail (if delivered on a Business Day during normal business hours where such notice is to be received)

upon recipient’s actual receipt and acknowledgement of such e-mail. The addresses for such communications shall be:

If to the Company:

Nuvve Holding Corp.

2488 Historic Decatur Road, Ste 230

San Diego, CA 92106

Attention: Chief Executive Officer

Telephone: (619) 456-5161

Email: gregory@nuvve.com

With a copy (for informational purposes only) to:

Baker & Hostetler, LLP

1900 Avenue of the Stars

Suite 2700

Los Angeles, CA 90067-4301

Telephone: (310) 820-8800

Attention: J.R. Lanis, Esq.

E-mail: jrlanis@bakerlaw.com

If to a Holder, to its mailing address and e-mail

address set forth on the Holder’s respective signature page attached hereto.

Any Holder hereto may from time to time change its address for notices

by giving written notice of such changed address to the Company.

5.05 Headings.

The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement

for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

5.06 Governing

Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without

regard to conflict of law principles that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably

submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for the adjudication of any dispute

hereunder, irrevocably waives any objection to such forum, and irrevocably waives any right to trial by jury.

5.07 Counterparts.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument

and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood

that all parties need not sign the same counterpart. Signature pages to this Agreement may be delivered by facsimile or other means of

electronic transmission.

[Signature page follows.]

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Exchange and Amendment Agreement to be duly executed by their respective authorized officers

as of the date first above written.

COMPANY:

NUVVE HOLDING CORP.

By:

/s/ Gregory Poilasne

Name:

Gregory Poilasne

Title:

Chief Executive Officer

[Signature Page to Securities

Exchange and Amendment Agreement]

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Exchange and Amendment Agreement to be duly executed by their respective authorized officers

as of the date first above written.

HOLDER:

FIVE NARROW LANE, L.P.

By:

/s/ Arie Rabinowitz

Name:

Arie Rabinowitz

Title:

Managing Member

Address:

[Signature Page to Securities

Exchange and Amendment Agreement]

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Exchange and Amendment Agreement to be duly executed by their respective authorized officers

as of the date first above written.

HOLDER:

BRISTOL INVESTMENT

FUND, LTD.

By:

/s/ Paul Kessler

Name:

Paul Kessler

Title:

Director

Address:

[Signature Page to Securities

Exchange and Amendment Agreement]

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Exchange and Amendment Agreement to be duly executed by their respective authorized officers

as of the date first above written.

HOLDER:

RAINFOREST PARTNERS LLC

By:

/s/ Mark Weinberger

Name:

Mark Weinberger

Title:

Authorized Signatory

Address:

[Signature Page to Securities

Exchange and Amendment Agreement]

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Exchange and Amendment Agreement to be duly executed by their respective authorized officers

as of the date first above written.

HOLDER:

THE HEWLETT FUND LP

By:

/s/ Martin Chopp

Name:

Martin Chopp

Title:

General Partner

Address:

[Signature Page to Securities

Exchange and Amendment Agreement]

Schedule 1

Schedule of Holders

Name of Holder

Outstanding

Original Shares

Exchange

Five Narrow Lane, L.P.

1,405.321

Bristol Investment Fund, Ltd.

277.778

Rainforest Partners LLC

277.778

The Hewlett Fund LP

277.778

Exhibit A

Certificate of Designation

EX-99.1 — IRREVOCABLE INSTRUCTION LETTER TO TRANSFER AGENT, DATED SEPTEMBER 10, 2026

EX-99.1

Filename: ea030565301ex99-1.htm · Sequence: 6

Exhibit 99.1

NUVVE HOLDING CORP.

September 10, 2026

Continental Stock Transfer & Trust Company

1 State Street, Floor 30

New York, NY 10004

Ladies and Gentlemen:

NUVVE HOLDING CORP., a Delaware

corporation (the “Company”) and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the “Investor”),

have entered into a securities purchase agreement on or around September 10, 2026 (the “Agreement”), pursuant to which the

Company issued that certain promissory note in the original principal amount of $280,000.00 (the “Note”).

You are hereby irrevocably

authorized and instructed to reserve a sufficient number of shares of common stock, par value $0.0001 per share (“Common Stock”)

of the Company (initially, 5,000,000 shares) for issuance upon full conversion of the Note in accordance with the terms thereof. The amount

of shares so reserved may be increased, from time to time, only upon the written instructions of the Company.

The ability to convert the

Note in a timely manner is a material obligation of the Company pursuant to the Note. Provided that Continental Stock Transfer & Trust

Company (the “Transfer Agent”) is acting as transfer agent at the time, your firm is hereby irrevocably authorized and instructed

to within two (2) Trading days issue shares of Common Stock of the Company to the Investor upon your receipt from the Investor (provided,

however, that the Investor must concurrently provide the following items to the Company as well) of: (i) a notice of conversion under

the Note (“Conversion Notice”) executed by the Investor, (ii) an opinion of the Company's counsel or counsel of the Investor,

confirming that the shares may be issued upon conversion of the Note without any transfer restrictions pursuant to an effective resale

registration statement or pursuant to the exemption provided by Rule 144 (or any other available exemption) under the Securities Act of

1933. as amended (the “Securities Act”), and (iii) copies of all supporting prospectus or supporting documentation (a seller's

representation letter and a broker's representation letter if the shares have been held less than twelve months). Such shares should be

issued at the option of the Investor as specified in the Conversion Notice and/or Exercise Notice either (i) electronically by crediting

the account of a Prime Broker with the Depository Trust Company through its Deposit Withdrawal at Custodian (“DWAC”) system

provided the Investor causes its broker or bank to initiate a DWAC deposit or (ii) in certificated form without any restrictive legend

which would restrict the transfer of the shares, provided however that if such shares are not able to be sold under Rule 144 or any other

exemption under the Securities Act and you have received an opinion from the Company's or Investor's counsel that the issuance of the

shares is exempt from registration under the Securities Act and when issued the shares will be fully paid and non-assessable, then the

issued certificates for such shares shall bear the following restrictive legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE

ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE

CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS. THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER

SAID ACT OR OTHER APPLICABLE EXEMPTION.

Except with respect to issuances

pursuant to conversions under the Note as provided in this instruction letter, the shares shall remain in the created reserve with the

Transfer Agent until the Investor and an authorized officer of the Company provides joint written instructions to the Transfer Agent that

the shares or any part of them shall be taken out of the reserve and shall no longer be subject to the terms of these instructions.

The Company hereby authorizes

you to disclose to the Investor, after the Investor's request from time to time, the number of shares authorized and issued and outstanding,

the reserve balance, and the cost basis of any issuance of Common Stock made to the Investor.

The Company shall indemnify

you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any

and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted

against you or any of them arising out of or in connection with the instructions set forth herein. the performance of your duties hereunder

and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability including

any claim which may be made or asserted by the Company, except that the Company shall not be liable hereunder as to matters in respect

of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company and the

Investor in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard

and without liability on the advice of counsel, including counsel selected by you.

The Board of Directors of

the Company has approved these irrevocable instructions and does hereby extend the Company's irrevocable agreement to indemnify your firm

for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.

The Company agrees that in

the event that you resign as the Company's transfer agent, the Company shall engage a suitable replacement transfer agent that will agree

to serve as transfer agent for the Company within five (5) business days. The Company acknowledges that we will have the right to complete

any issuance, conversion request, or exercise request received in good order prior to our resignation. It is also understood that you

are permitted to resign without any stipulated conditions.

The Investor is intended to

be and is a beneficiary hereof and no amendment or modification to the instructions set forth herein may be made without the consent of

the Investor.

Notwithstanding any other

provision hereof, the Company and the Investor understand that you shall not be required to perform any issuance of the shares if (a)

such an issuance or transfer of shares is in violation of any state or federal securities laws or regulations or (b) the issuance of the

shares is prohibited or stopped as required or directed by a court order from a court of competent jurisdiction. Additionally, Company

and Investor understand that you shall not be required to perform any issuance of the shares if Company is in default of its payment obligations

under its agreement with you.

Very truly yours,

NUVVE HOLDING CORP.

By:

/s/ Gregory Poilasne

Name:

Gregory Poilasne

Title:

Chief Executive Officer

Acknowledged and Agreed:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

/s/ Ana Gois

Name:

Ana Gois

Title:

Vice President

Acknowledged and Agreed:

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

By:

FirstFire Capital Management LLC, its manager

By:

/s/ Eli Fireman

Name:

Eli Fireman

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

-Number 230

-Section 425

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