Form 8-K

8-K — Nuvve Holding Corp.

Accession: 0001213900-26-055920

Filed: 2026-05-13

Period: 2026-05-12

CIK: 0001836875

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

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0290122-8k_nuvve.htm (Primary)

EX-3.1 — FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (ea029012201ex3-1.htm)

EX-4.1 — FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT (ea029012201ex4-1.htm)

EX-10.1 — SECURITIES EXCHANGE AND OMNIBUS AMENDMENT AGREEMENT, DATED AS OF MAY 12, 2026, BETWEEN THE COMPANY AND THE HOLDERS IDENTIFIED THEREIN (ea029012201ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 12, 2026, BETWEEN THE COMPANY AND THE INVESTORS IDENTIFIED THEREIN (ea029012201ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0001836875

2026-05-12

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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):

May 12, 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

Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

NVVE

The Nasdaq Stock Market LLC

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 ☐

If 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 Exchange and Omnibus Amendment Agreement

On May 12, 2026, Nuvve Holding Corp. (the “Company”)

entered into a securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”)

of warrants exercisable for an aggregate of up to 23,831,137 shares of the Company’s common stock, par value $0.0001 per share

(the “Common Stock”), consisting of (i) certain common stock purchase warrants of the Company originally issued on October

31, 2024 and having a current exercise price of $0.4734 (such warrants, the “2024 Private Placement Warrants”); (ii) certain

common stock purchase warrants of the Company issued upon the exercise of certain 2024 Additional Investment Rights (as defined below)

and having a current exercise price of 0.4734 (such warrants, the “2024 AIR Warrants”); (iii) certain common stock purchase

warrants of the Company originally issued on December 30, 2025 and having a current exercise price of 0.4734 (such warrants, the “2025

Private Placement Warrants”); (iv) certain common stock purchase warrants of the Company issued upon the exercise of certain 2025

Additional Investment Rights (as defined below) and having a current exercise price of 0.4734 (such warrants, the “2025 AIR Warrants”

and, together with the 2024 Private Placement Warrants, the 2025 Private Placement Warrants and the 2024 AIR Warrants, the “Existing

Warrants”). Pursuant to the Exchange Agreement, the Holders agreed to exchange their Existing Warrants for an aggregate of 13,107,127

shares of Common Stock (the “Exchange Shares”), provided, however, to the extent that a Holder may elect in its sole discretion,

such Holder may instead receive an amount of newly issued pre-funded common stock purchase warrants each exercisable for shares of Common

Stock, at a nominal exercise price of $0.0001 per share (such warrants, the “Pre-Funded Warrants”, and such shares of Common

Stock issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), with such Exchange Shares and Pre-Funded Warrants

to be an aggregate 13,107,127 shares of Common Stock (the “Exchange”).

The Pre-Funded Warrants will be issued pursuant to

an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained

in Section 3(a)(9) thereof.

Amendment to Certificate of Designation

Pursuant to the Exchange Agreement, the Company

and the Holders, holding a majority of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001

per share (the “Series A Preferred Stock”), agreed to amend the terms of the Series A Preferred Stock in the Certificate of

Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation Amendment”)

to remove the Floor Price (as defined therein) as a limitation on adjustments to the conversion price of the Series A Preferred Stock,

including adjustments arising from certain price-based anti-dilution adjustments. Such Certificate of Designation Amendment to be subject

to the approval of the Company’s stockholders.

Termination of the Additional Investment Rights

Pursuant to the Exchange Agreement, the Company

and the Holders, agreed that upon the Closing (as defined below), the Holders would irrevocably waive, relinquish and terminate the Holders’

certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase

agreement dated as of November 14, 2025 (the “2025 Additional Investment Right”) and that certain additional investment right

to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of October 31,

2024 (the “2024 Additional Investment Right” and together with the 2025 Additional Investment Right, the “Additional

Investment Rights”) and providing that neither the Company nor the Holders shall have any further rights or obligations with respect

to the Additional Investment Rights. The Holders further agreed to forgo exercise of any Additional Investment Right and exercise of any

Existing Warrant outstanding as of May 12, 2026 and until July 27, 2026.

Termination of the ELOC

Pursuant to the Exchange Agreement, the Company

provided notice that effective as of the Closing, the Company shall terminate that certain common shares purchase agreement, dated November

14, 2025, (the “ELOC Agreement”) between the Company and certain investors signatory thereto pursuant to Section 8.2 of the

ELOC Agreement and such investors agreed to waive the notice requirements set forth in Section 8.2 and 10.4 of the ELOC Agreement.

Amendment to Securities Purchase Agreement

Pursuant to the Exchange Agreement, the Company

and Holders agreed to amend and restate Section 4.12(a) of the 2025 Securities Purchase Agreement to provide that the subsequent financing

participation right of the Purchasers (as defined therein) would be divided pro rata among the Purchasers based upon their ownership percentage

of the Existing Warrants.

Stockholder Approval

Pursuant to the Exchange Agreement, the Company

agreed to hold a special meeting of stockholders on or prior to July 27, 2026, for the purposes of obtaining stockholder approval (i)

under the applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq”) approving the issuance of the Exchange Shares

and shares of Common Stock pursuant to the exercise of the Pre-Funded Warrants in excess of 19.99% of the issued and outstanding Common

Stock on the date of the Exchange Agreement and (ii) the removal of the Floor Price as a limitation on adjustments to the conversion price

of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments (the “Stockholder

Approval”). The closing of the Exchange (the “Closing”) shall take place upon the receipt of the Stockholder Approval,

and the satisfaction of certain customary conditions contained in the Exchange Agreement.

Registration Rights Agreement

Also on May 12, 2026, the Company and certain

investors signatory thereto entered into a registration rights agreement (the “Registration Rights Agreement) pursuant to which

the Company agreed to file a registration statement with the Securities and Exchange Commission covering the public resale of (i) the

Exchange Shares, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and (iii) the shares of Common Stock issuable

pursuant to the conversion of the Series A Preferred Stock, including such shares of Common Stock issuable upon payment of dividends on

the Series A Preferred Stock. The Company has agreed to file a registration statement within five (5) days after the execution of the

Registration Rights Agreement, to become effective no later than 30 days after filing. If these deadlines are not met, the Company will

be liable for liquidated damages of 1.5% multiplied by the aggregate subscription amount paid in connection with any transactions pursuant

to which the Existing Warrants were acquired, including for the avoidance of doubt any subscription amounts paid by such Holder in connection

with any Additional Investment Rights. Further, if the Company fails to pay such liquidated damages within seven days from the date payable,

the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by the applicable

law) to each holder of the registrable securities.

The foregoing descriptions of the terms of the Certificate of Designation

Amendment, Pre-Funded Warrant, Exchange Agreement, and Registration Rights Agreement are not intended to be complete and are qualified

in their entirety by reference to such exhibits, which are filed herewith as Exhibits 3.1, 4.1, 10.1, and 10.2, respectively, to this

Current Report on Form 8-K and are incorporated by reference herein. Neither this current report on Form 8-K, nor the exhibits attached

hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

Item 1.02 Termination of a Material Definitive Agreement

The disclosure required by this Item and included

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

Item

3.02 Unregistered Sales of Equity Securities.

The disclosure required by this Item and included

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

Item

3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of this Form

8-K, the information contained in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

3.1

Form of Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock

4.1

Form of Pre-Funded Common Stock Purchase Warrant

10.1

Securities Exchange and Omnibus Amendment Agreement, dated as of May 12, 2026, between the Company and the holders identified therein.

10.2

Registration Rights Agreement, dated as of May 12, 2026, between the Company and the investors identified therein.

104

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

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: May 13, 2026

NUVVE HOLDING CORP.

By:

/s/ Gregory Poilasne

Gregory Poilasne

Chief Executive Officer

EX-3.1 — FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea029012201ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A CONVERTIBLE PREFERRED STOCK OF

Nuvve

Holding Corp.

PURSUANT TO SECTION 242 OF THE

DELAWARE GENERAL CORPORATION LAW

This Certificate of Amendment

to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of [ ], 2026.

WHEREAS, the board of directors

(the “Board”) of Nuvve Holding Corp., a Delaware corporation (the “Company”), pursuant to the authority

granted to it by the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”)

and Section 151(g) of the Delaware General Corporation Law (the “DGCL”), has previously fixed the rights, preferences,

restrictions and other matters relating to a series of the Company’s preferred stock, consisting of 35,000 authorized shares of

preferred stock, classified as Series A Convertible Preferred Stock (the “Preferred Stock”), and the Certificate of

Designations of the Preferred Stock (the “Certificate of Designations”) was initially filed with the Secretary of State

of the State of Delaware on December 30, 2025, evidencing such terms;

WHEREAS, pursuant to Section

11(x) of the Certificate of Designations, the Certificate of Designations or any provision thereof may be amended by obtaining the written

consent without a meeting in accordance with the DGCL, of the holders of at least a majority of the outstanding shares of Preferred Stock

(the “Required Holders”) voting separately as a single class, and with such other stockholder approval, if any, as

may then be required pursuant to the DGCL and the Certificate of Incorporation;

WHEREAS, the Required Holders

pursuant to the Certificate of Designations have consented, in accordance with the DGCL, on [ ], 2026, to this Amendment on the terms

set forth herein;

WHEREAS, the Board has duly

adopted resolutions proposing to adopt this Amendment and declaring this Amendment to be advisable and in the best interest of the Company

and its stockholders; and

WHEREAS, in accordance with

such resolutions of the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval,

and was duly adopted in accordance.

NOW, THEREFORE, this Amendment

has been duly adopted in accordance with Section 242 of the DGCL and has been executed by a duly authorized officer of the Company as

of the date first set forth above to amend the terms of the Certificate of Designations as follows:

Section 6(b) of the Certificate of Designations is hereby amended and restated to read as follows:

(b) Conversion Price.

The conversion price for the Preferred Stock shall equal $2.367, subject to adjustment herein (the “Conversion Price”); provided

that upon each exercise of an Additional Investment Right pursuant to Section 4.21 of the Purchase Agreement, the Conversion Price shall

be adjusted to the lower of (i) the Conversion Price then in effect and (ii) ninety percent (90%) of the arithmetic average of the five

(5) lowest intraday trading prices occurring at any time during the ten (10) Trading Days prior to the Holder exercising an Additional

Investment Right pursuant to the terms of the Purchase Agreement (the “Adjusted Price”).

2. Section 7(b) of the Certificate of Designations

is hereby amended and restated to read as follows:

(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 Purchase Agreement).

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

[Signature Page Follows]

IN WITNESS WHEREOF, the Company

has caused this Amendment to be signed by its duly authorized officer this [ ] day of [ ], 2026.

Nuvve Holding Corp.

By:

Name:

Gregory Poilasne

Title:

Chief Executive officer

EX-4.1 — FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

EX-4.1

Filename: ea029012201ex4-1.htm · Sequence: 3

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES

FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF

ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE

WARRANT

NUVVE HOLDING CORP.

Warrant Shares: [ ] Initial Exercise Date: [ ]

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its

assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions

hereinafter set forth, at any time on or after the date set forth above (as defined below) (the “Initial Exercise

Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to

subscribe for and purchase from Nuvve Holding Corp., a Delaware corporation (the “Company”), up to [ ] shares (as

subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of

one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“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 under the Securities Act.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest

preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P.

(“Bloomberg”) (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)

if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is not a Trading

Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as

applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock

are then reported on the Pink Open Market operated by OTC Markets, Inc. (the “Pink Market”) (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so

reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the

Company, the fees and expenses of which shall be paid by the Company.

“Board of Directors”

means the board of directors of the Company. “Commission” means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries 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.

“Exchange

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

“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.

“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.

“Securities

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

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“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 or the New York Stock

Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means Continental Stock Transfer and Trust Company, and any successor transfer agent of the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

Section 2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times

on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of

Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the

aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s

check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the

applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other

type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the

Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant

Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the

Company for cancellation as soon as practicable following the date on which the final Notice of Exercise is delivered to the

Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available

hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the

applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1)

Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by

reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of

Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was

pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise

of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate

exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been

exercised prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be

$0.0001, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless

Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which

the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.

(“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of

Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including

until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or (iii)

the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of

Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such

Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to

take any position contrary to this Section 2(c).

Mechanics of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the

Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The

Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company’s

Transfer Agent is then a participant in such system and either (A) there is an effective registration statement permitting the

issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by

the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and

otherwise by physical delivery of a certificate or book entry credit, registered in the Company’s share register in the name

of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the

address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day and (ii) the

number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of

Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder

shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this

Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate

Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails

for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the

Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to

such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day

(increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading

Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company

agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and

exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a

number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of

delivery of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

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

if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of

Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is

required by its broker 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 the Holder of the Warrant Shares which the Holder

anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the

amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of

Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was

required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise

to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and

equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)

or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its

exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of

$11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise

to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay

the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of

the Buy-In and, upon request of the Company, 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 Company’s failure to timely deliver shares of Common Stock upon

exercise of the Warrant as required pursuant to the terms hereof.

v. No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company 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

Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent

fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to

exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any

other Persons 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 its

Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant 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) exercise of the remaining, nonexercised portion of this Warrant 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 (including, without limitation, any other Common Stock Equivalents) 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 2(e), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange

Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the

limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the

Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the

Beneficial Ownership Limitation, and the Company 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 2(e), in determining the number

of outstanding shares of Common Stock, a 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 request of a Holder, the Company shall within one (1) Trading Day 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 Warrant, 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 9.99% of the number of shares of Common

Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.

The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section

2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the

Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not

be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be

construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this

paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained 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 this Warrant.

Section 3. Certain Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common

Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the

numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

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

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(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

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company 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 exercise of this Warrant (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, 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).

c) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make 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 Warrant, 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 exercise

of this Warrant (without regard to any limitations on exercise 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,

that to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, 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).

d) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

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 Company 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

greater than 50% of the outstanding Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv)

the Company, 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 Company, 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, merger or scheme of arrangement) with another Person or group of Persons whereby such

other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of

the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this

Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise

immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation

in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or

of the Company, 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 Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section

2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise 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 Company shall apportion the Exercise 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 exercise of this Warrant

following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the

Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with,

or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the

applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the

Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such

Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control,

including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any

Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised

portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the

Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders

of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental

Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such

Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which

Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes

Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and

reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of

the public announcement of the applicable contemplated Fundamental Transaction and the applicable Termination Date, (B) an expected

volatility equal to the 100 day volatility as obtained from the HVT function on Bloomberg (determined utilizing a 365 day

annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in

cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction, (D) a remaining

option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and

the applicable Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer

of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s

election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a

Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of

the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this

Section 3(d) 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, deliver to the Holder in

exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and

substance to this Warrant which is exercisable 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 exercise of this Warrant (without regard

to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies

the exercise 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 exercise price being for the purpose of protecting the economic value of this Warrant 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 be added to the term “Company” under this Warrant (so that

from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the

other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor

Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the

Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume

all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as

if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the

avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether

the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental

Transaction occurs prior to the Initial Exercise Date.

e) Calculations.

All calculations under this Section 3 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 3, 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 treasury shares, if any) issued and outstanding.

Notice to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

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

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

Company shall authorize the granting to all holders of the Common Stock 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 Company shall be required in connection

with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a

party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is

converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the

Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 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 in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of

the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective

date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Reserved.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock

a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this

Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are

charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The

Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein

without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may

be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by

this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in

accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges

created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with

such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,

amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such

actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without

limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount

payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise

of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any

public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this

Warrant.

Before taking

any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise

Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public

regulatory body or bodies having jurisdiction thereof.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by

and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of

conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of

the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,

officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or

with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or

proceeding is improper or is an inconvenient venue for such proceeding. Each party 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

Warrant 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. If either party shall

commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or

proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred

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

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

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

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

to the Company, at 2488 Historic Decatur Road, Ste 230, San Diego, CA 92106, Attention: Chief Executive Officer, email address: [***],

or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other

communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, 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 Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest

of (i) the time of transmission, if such notice or communication is delivered via e-mail 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 time of transmission, if such notice or communication

is delivered via e-mail 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. To the extent that any

notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder of this Warrant, on the other hand.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all the terms and conditions contained herein.

o) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the

Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NUVVE HOLDING CORP.

By:

Name:

Title:

NOTICE OF EXERCISE

TO: NUVVE HOLDING CORP.

(1)

The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant

(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer

taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in

subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless

exercise procedure set forth in subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to

the following DWAC Account Number:

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act

of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant,

execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant

and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Address:

Dated: ,

Holder’s Signature:

Holder’s Address:

EX-10.1 — SECURITIES EXCHANGE AND OMNIBUS AMENDMENT AGREEMENT, DATED AS OF MAY 12, 2026, BETWEEN THE COMPANY AND THE HOLDERS IDENTIFIED THEREIN

EX-10.1

Filename: ea029012201ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES EXCHANGE AND OMNIBUS AMENDMENT AGREEMENT

This SECURITIES EXCHANGE

AND OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) is made effective as of May 12, 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, the Company

is party to that certain Common Shares Purchase Agreement (the “ELOC Agreement”), dated as of December 1, 2025, by

and among the Company, Five Narrow Lane, L.P. (“Five Narrow Lane”) and Hailstone Peak Funding LLC (collectively, the

“Facility Investors”), relating to an equity line of credit facility (the “ELOC Facility”), pursuant

to which, the Company has the right from time to time at its option to sell to the Facility Investors up to $25 million of the Company’s

common stock, par value $0.0001 per share (“Common Stock”), subject to certain conditions and limitations set forth

in the ELOC Agreement;

WHEREAS, the Company

desires to terminate the ELOC Agreement with the Facility Investors in accordance with its terms;

WHEREAS, the Company

and the Holders are party to that certain Securities Purchase Agreement, dated as of October 31, 2024 (as amended, the “2024

Purchase Agreement”), pursuant to which the Company issued to the Holders: (i) shares of the Company’s Senior Secured

Convertible Notes due April 30, 2026 (the “Notes”), and (ii) warrants (the “2024 Private Placement Warrants”)

to purchase shares of Common Stock, of which, outstanding 2024 Private Placement Warrants to purchase the number of shares of Common Stock

set forth opposite each Holder’s name on Schedule 1 attached hereto are held by the Holders as of the date hereof;

WHEREAS, pursuant to

the 2024 Purchase Agreement, the Holders may elect to purchase additional Senior Secured Convertible Notes (the “Additional Notes”)

and accompanying additional warrants to purchase shares of Common Stock (the “2024 AIR Warrants”, together the “2024

Additional Investment Right”), of which, outstanding 2024 AIR Warrants to purchase the number of shares of Common Stock set

forth opposite each Holder’s name on Schedule 1 attached hereto are held by the Holders as of the date hereof;

WHEREAS, the Company

and the Holders are party to that certain Securities Purchase Agreement, dated as of November 14, 2025 (as amended, the “2025

Purchase Agreement” and, collectively with the 2024 Purchase Agreement, the “Purchase Agreements”), pursuant

to which the Company issued to the Holders: (i) shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001

per share (“Series A Preferred Stock”), the terms of which are set forth in the Certificate of Designations for the

Series A Convertible Preferred Stock (as amended, the “Series A Certificate of Designations”), and (ii) warrants (the

“2025 Private Placement Warrants”) to purchase shares of Common Stock, of which, outstanding 2025 Private Placement

Warrants to purchase the number of shares of Common Stock set forth opposite each Holder’s name on Schedule 1 attached hereto

are held by the Holders as of the date hereof;

WHEREAS, pursuant to

the 2025 Purchase Agreement, the Holders may elect to purchase (the “2025 Additional Investment Right,” and together

with the 2024 Additional Investment Right, the “Additional Investment Rights”) additional shares of Series A Preferred

Stock (the “AIR Preferred Shares”) and accompanying additional warrants to purchase shares of Common Stock (the “2025

AIR Warrants” and, together with the 2024 Private Placement Warrants, the 2024 AIR Warrants, and the 2025 Private Placement

Warrants, the “Existing Warrants”), of which, outstanding 2025 AIR Warrants to purchase the number of shares of Common

Stock set forth opposite each Holder’s name on Schedule 1 attached hereto are held by the Holders as of the date hereof;

WHEREAS, the Company

and the Holders have agreed to exchange all outstanding Existing Warrants held by the Holders as of the date hereof for the number of

shares (the “Exchange Shares”) of Common Stock (or Pre-Funded Warrants (as defined herein) in lieu thereof) set forth

opposite each Holder’s name on Schedule 1 hereto, representing 55% of the shares of Common Stock issuable upon exercise of

the outstanding Existing Warrants held by such Holder, 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, pursuant to

Section 5.5 of the 2025 Purchase Agreement, the 2025 Purchase Agreement can be amended by a written instrument signed by the Company and

the purchasers which purchased at least 50.1% in interest of the Series A Preferred Stock based on the initial subscription amounts thereunder;

WHEREAS, the Holders

collectively purchased at least 50.1% in interest of the Series A Preferred Stock based on the initial subscription amounts under the

2025 Purchase Agreement;

WHEREAS, the Series

A Certificate of Designations may be amended by (i) obtaining the written consent of the majority of the holders of the Series A Preferred

Stock issued and outstanding regarding such an amendment and (ii) approval and adoption of such an amendment by the stockholders of the

Company at a special meeting held for such purpose;

WHEREAS, the Holders

collectively hold a majority of the outstanding shares of Series A Preferred Stock as of the date hereof;

WHEREAS, in consideration

of the Holders’ agreement to irrevocably waive, relinquish and terminate the Additional Investment Rights as set forth herein, the

Company and the Holders desire to amend certain provisions of each of the 2025 Purchase Agreement and the Series A Certificate of Designations

(the “Certificate of Designations Amendment”), in each case, on the terms and subject to the conditions set forth in

this Agreement;

WHEREAS, the Holders

intend by their execution of this Agreement to affirmatively vote and provide their consent for the entirety of their holdings of Series

A Preferred Stock in favor of the Certificate of Designations Amendment;

WHEREAS, the Company

intends to subsequently seek a special meeting of the Company’s stockholders and recommend that its stockholders vote to approve

the Certificate of Designations Amendment; and

WHEREAS, the Company

and the Holders agree that the Exchange Shares and the Pre-Funded Warrant Shares shall be subject to certain registration rights as set

forth in the Registration Rights Agreement (as defined herein) to be entered into contemporaneously with the transactions contemplated

hereunder.

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) “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 under the Securities Act.

(b) “AIR

Warrants” means, collectively, the 2024 AIR Warrants and 2025 AIR Warrants.

of Directors” means the board of directors of the Company.

(d) “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

(e) “Closing

Date” shall have the meaning set forth in Section 2.01(a) hereof.

(f) “Commission”

means the United States Securities and Exchange Commission.

(g) “Company

Counsel” means Baker & Hostetler, LLP.

(h) “Exchange

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

(i) “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.

(j) “Pre-Funded

Warrant Shares” means, the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

(k) “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.

(l) “Principal

Market” means the Trading Market on which the Common Stock is primarily listed or quoted for trading on the date in question.

(m) “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.

(n) “Securities”

means, collectively, the Shares and the Pre-Funded Warrants.

(o) “Shares”

means, collectively the Exchange Shares and the Pre-Funded Warrant Shares.

(p) “Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any

successor entity) from the stockholders of the Company with respect to the transactions contemplated by the Transaction Documents, including

(A) the issuance of all of the Shares in excess of 19.99% of the issued and outstanding Common Stock immediately prior to the Closing,

and (B) the removal of the Floor Price (as defined in the Series A Certificate of Designations) as a limitation on adjustments to the

conversion price of the Series A Preferred Stock, including adjustments arising from (i) the issuance of additional shares of Series A

Preferred Stock upon any exercise of the 2025 Additional Investment Right, and (ii) certain price-based anti-dilution adjustments.

(q) “Trading

Day” means a day on which the Principal Market is open for trading.

(r) “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 (or any successors to any of the foregoing).

(s) “Transaction

Documents” means this Agreement, the Registration Rights Agreement, the Certificate of Amendment, the Pre-Funded Warrants, 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 Existing Warrants for the Exchange Shares in the amounts set forth opposite such Holder’s

name on Schedule 1 hereto (as such amount may be modified by any subsequent combination, including by way of reverse stock

split, of outstanding shares of Common Stock into a smaller number of shares); provided, however, that to the extent that a Holder

determines, in its sole discretion, that such Holder (together with such Holder’s Affiliates, and any Person acting as a group

together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of 9.99% (or such other

percentage as may be designated by such Holder upon at least sixty-one (61) days’ prior written notice to the Company, such

Holder may elect, by so indicating such election prior to their issuance, to receive pre-funded Common Stock purchase warrants (the

“Pre-Funded Warrants”), substantially in the form attached hereto as Exhibit A, in lieu of Exchange Shares

(collectively, the “Exchange”); provided further that, for the avoidance of doubt, the Company shall not issue

any Securities that would exceed the aggregate number of shares of Common Stock which the Company may issue hereunder without

breaching the Company’s obligations under the rules and regulations of the Principal Market (the number of shares which may be

issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not

apply in the event that the Company obtains the Stockholder Approval.

(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 and the Pre-Funded Warrants 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 Existing Warrants,

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 Securities.

In the Exchange, the Company shall, at the Closing, issue and deliver (or cause to be issued and delivered) the Exchange Shares and the

Pre-Funded Warrants 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, or in the case of Pre-Funded Warrants, pursuant to Section 2.06

hereof. The Securities shall contain any restrictive legends required by the Securities Act.

(d) Tacking.

The holding period of the Existing Warrants for purposes of Rule 144 and Section 4(a)(1) of the Securities Act tacks on to the holding

period of the Securities.

2.02 Certificate

of Amendment. The parties hereto hereby agree, subject to the receipt of the Stockholder Approval, to amend the terms of the Series

A Preferred Stock as set forth in the Certificate of Amendment to the Certificate of Designations of the Series A Convertible Preferred

Stock in the form attached hereto as Exhibit C (the “Certificate of Amendment”). Promptly following the Closing

Date, the Company shall file the Certificate of Amendment with the Secretary of State of the State of Delaware and provide a copy thereof

to the Holders promptly after such filing.

2.03 Termination

of Additional Investment Rights. Effective as of the Closing Date, the Holders hereby irrevocably waive, relinquish and terminate

the Additional Investment Rights and any and all rights to purchase Additional Notes, additional shares of Series A Preferred Stock, 2024

AIR Warrants and 2025 AIR Warrants pursuant to the 2024 Purchase Agreement and the 2025 Purchase Agreement, as applicable. From and after

the Closing Date, the Additional Investment Rights shall be of no further force or effect and neither the Company nor the Holders shall

have any further rights or obligations with respect thereto including, without limitation, the obligation of the Holders to exercise,

in the aggregate, the 2025 Additional Investment Right or exercise any 2025 Private Placement Warrants or 2025 AIR Warrants or any combination

thereof, for gross proceeds to the Company of at least four million dollars ($4,000,000) and the related obligation to continue such exercises

until the Company has received at least twenty million dollars ($20,000,000) in gross proceeds therefrom (such obligation, the “AIR

Obligation”). Each Holder acknowledges and agrees that, following the Closing, such Holder shall have no right to acquire any

Additional Notes, additional shares of Series A Preferred Stock, 2024 AIR Warrants or 2025 AIR Warrants pursuant to the 2024 Purchase

Agreement or 2025 Purchase Agreement, as applicable. Notwithstanding anything to the contrary contained herein, effective as of and from

the date hereof until the date that is 75 days following the date hereof (the “Restricted Period”), no Holder shall

exercise any Additional Investment Right or exercise any 2025 Private Placement Warrants, 2024 Private Placement Warrants, 2025 AIR Warrants

or 2024 AIR Warrants outstanding as of the date hereof. For the avoidance of doubt, during the Restricted Period, and subject to the Closing,

the Holders shall not be subject to the AIR Obligation.

2.04 Termination

of ELOC. Pursuant to Section 8.2 of the ELOC Agreement, the Company is hereby providing written notice of termination of the ELOC

Agreement, which shall be effective as of the Closing Date, and the Company and each of the Facility Investors hereby agree to waive the

notice requirements as set forth in Section 8.2 and Section 10.4 of the ELOC Agreement. From and after the Closing Date, neither the Company

nor the Facility Investors shall have any further rights or obligations under the ELOC Agreement, except for any provisions thereof that

by their terms survive termination (including indemnification obligations with respect to advances drawn prior to termination).

2.05 Participation

in Future Financing.

(a) The

Holders and the Company hereby agree to amend and restate Section 4.12(a) of the 2025 Purchase Agreement, effective as of the Closing

Date, as follows:

“From the date hereof until the

date that is the twelve (12)-month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common

Stock or Common Stock Equivalents for cash, (a “Subsequent Financing”), each Purchaser shall have the right to participate

in up to an aggregate amount of the Subsequent Financing equal to fifty percent (50%) of the Subsequent Financing (the “Participation

Maximum”), pro rata to each Purchaser’s Existing Warrants (as defined in that certain Securities Exchange and Omnibus

Amendment Agreement, dated as of May 12, 2026, by and between the Company and the investors signatory thereto), on the same terms, conditions

and price provided for in the Subsequent Financing.”

(b) For

the avoidance of doubt, the rights to participate in any Subsequent Financing (as defined in each of the 2024 Purchase Agreement and 2025

Purchase Agreement) set forth in Section 4.13(a) of the 2024 Purchase Agreement and Section 4.12(a) of the 2025 Purchase Agreement shall

not be aggregated and in no event shall the Holders be entitled to participate in any such Subsequent Financing in aggregate amount of

the Subsequent Financing equal to fifty percent (50%) of the Subsequent Financing pro rata to each Holder’s Existing Warrants.

2.06 Deliveries.

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) the

Registration Rights Agreement, dated on or about the date hereof, among the Company and the Holders, in the form of Exhibit B attached

hereto (the “Registration Rights Agreement”);

(iii) legal

opinion of Company Counsel, directed to the Holders, in form and substance reasonably acceptable to the Holders;

(iv) if

applicable, a Pre-Funded Warrant registered in the name of the applicable Holder, with an exercise price equal to $0.0001 per share of

Common Stock, subject to adjustment therein;

(v) a

certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing

Date, certifying to the fulfillment of the conditions specified in Section 2.07(b);

(vi) a

certified copy of the Certificate of Amendment as certified by the Delaware Secretary of State of the State of Delaware; and

(vii) a

certificate, executed on behalf of the Company, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors

of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying

the current versions of the Company’s certificate or articles of incorporation and bylaws and certifying as to the signatures and

authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the

Company.

(a) On

or prior to the Closing Date, each Holder shall deliver or cause to be delivered to the Company the following:

(i) this

Agreement duly executed by such Holder; and

(ii) the

Registration Rights Agreement duly executed by such Holder.

2.07 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

Stockholder Approval shall have been obtained;

(iii) 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 in the Purchase

Agreements (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material

respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as

of such date); and

(iv) the

delivery by each Holder of the items set forth in Section 2.06(a) 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 and in the Purchase

Agreements (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material

respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as

of such date);

(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 2.06 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

Securities, including without limitation, those required by the Principal Market, if any.

(v) the

Stockholder Approval shall have been obtained;

(vi) there

shall have been no Material Adverse Effect with respect to the Company; and

(vii) 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 Securities 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 Securities. When the Exchange Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded

Warrant Shares”), are issued in accordance with the terms of this Agreement and the Pre-Funded Warrants, 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. 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.

ARTICLE V. MISCELLANEOUS

5.01 Disclosure

of Transaction. The Company shall, on or before 5:00 pm New York time, on the first trading day following the date of this Agreement,

furnish or file a Report on Form 8-K or a press release describing all the material terms of the Agreement (the “Announcement”).

From and after the Announcement, the Company shall have disclosed all material, non-public information (if any) provided to a Holder by

the Company or any of its officers, directors, employees or agents in connection with the Agreement, or otherwise if applicable. In addition,

effective upon the Announcement the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect

to the Agreement, or otherwise if applicable, whether written or oral, between itself or any of its officers, directors, affiliates, employees

or agents, on the one hand, and any Holders or any of their affiliates, on the other hand, shall terminate.

5.02 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 Existing Warrants. 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

5.03 Stockholder

Approval. 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 but in no event no later than July 27, 2026 (the “Stockholder

Approval Deadline”), 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.

5.04 Fees.

On the Closing Date, the Company shall reimburse the Holders for all reasonable costs and expenses incurred by it or its affiliates in

connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents

(including, without limitation, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation

and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith).

The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC

fees or broker’s commissions (other than for Persons engaged by any Holder) relating to or arising out of the transactions contemplated

hereby. The Company shall pay, and the Company shall hold each Holder harmless against, any liability, loss or expense (including, without

limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.

Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with

the issuance of the Securities to the Holders.

5.05 Amendment.

No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Holders.

5.06 Termination.

This Agreement shall automatically terminate if the Stockholder Approval has not been obtained on or before the Stockholder Approval Deadline,

provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.07 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: David Robson

Telephone: (619) 456-5161

Email: [***]

With a copy (for informational purposes only) to:

Baker and 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: [***]

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.

5.08 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.

5.09 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.

5.10 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 Omnibus 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

HOLDERS:

Five Narrow Lane, L.P.

By:

/s/ Arie Rabinowitz

Name:

Arie Rabinowitz

Title:

Managing Member

Address:

Five Narrow Lane, L.P.

510 Madison Ave, 14th Floor

New York, NY 10022

BRISTOL INVESTMENT FUND, LTD.

By:

/s/ Paul Kessler

Name:

Paul L. Kessler

Title:

Director

Address:

c/o Bristol Capital Advisors, LLC

1090 Center Drive

Park City, UT 84098

Tel: (435) 714-7970

Hewlett Fund

By:

/s/ Martin Chopp

Name:

Martin Chopp

Title:

Address:

100 Merrick Road

Rockville Center, NY 11570

Rainforest Partners LLC

By:

/s/ Mark Weinberger

Name:

Mark Weinberger

Title:

Member

Address:

850 East 26th Street

Brooklyn, NY 11210

Schedule 1

Schedule of Holders

Name of

Holder

Outstanding

2024 Private

Placement

Warrants

Outstanding

2024 AIR

Warrants

Outstanding

2025 Private

Placement

Warrants

Outstanding

2025 AIR

Warrants

Exchange

Bristol Investment

Fund, Ltd.

N/A

3,952,855

586,772

2,496,795

Five Narrow Lane, L.P.

N/A

1,290,907

7,671,425

3,168,568

6,671,995

Rainforest Partners LLC

N/A

369,253

2,112,379

586,772

1,687,623

The Hewlett Fund LP

61,652

275,210

3,168,573

586,771

2,250,714

Exhibit A

Form of Pre-Funded Warrant

Exhibit B

Form of Registration Rights Agreement

Exhibit C

Form of Certificate of Amendment

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 12, 2026, BETWEEN THE COMPANY AND THE INVESTORS IDENTIFIED THEREIN

EX-10.2

Filename: ea029012201ex10-2.htm · Sequence: 5

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is made and entered into as of May 12, 2026, between Nuvve Holding Corp., a Delaware corporation

(the “Company”), and each of the several investors signatory hereto (each such investor, an “Investor”

and, collectively, the “Investors”).

This Agreement is made pursuant

to the Securities Exchange and Omnibus Amendment Agreement, dated as of the date hereof, between the Company and each Investor (the “Exchange

Agreement”).

NOW THEREFORE, in consideration

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and each Investor hereby agrees as follows:

1. Definitions.

Capitalized terms used

and not otherwise defined herein that are defined in the Exchange Agreement shall have the meanings given such terms in the Exchange Agreement.

As used in this Agreement, the following terms shall have the following meanings:

“Advice”

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

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 30th calendar

day following the Filing Date and with respect to any additional Registration Statements which may be required pursuant to Section 2(c)

or Section 3(c), the 30th calendar day following the date on which an additional Registration Statement is required to be filed

hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the above

Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such

Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the

dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness

Date shall be the next succeeding Trading Day. Notwithstanding anything to the contrary set forth herein, if the U.S. federal government

is “shutdown” due to a budget impasse on any day following the filing of the Initial Registration Statement or any additional

Registration Statement, the “Effectiveness Date” deadlines set forth herein shall be automatically extended for each day of

such “shutdown” after such filing.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“Filing

Date” means, with respect to (i) the Initial Registration Statement required hereunder, the 5th calendar day following

the date hereof, and (ii) any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest

practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable

Securities, provided, further, if such Filing Date falls on a day that is not a Trading Day, then the Filing Date shall be the next succeeding

Trading Day.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c).

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Plan of

Distribution” shall have the meaning set forth in Section 2(a).

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission

pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of

any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable

Securities” means the (i) Exchange Shares, (ii) the maximum number of Pre-Funded Warrant Shares issued and/or issuable upon

exercise of the Pre-Funded Warrants (assuming on such date the Pre-Funded Warrants are exercised in full without regard to any exercise

limitations therein and are exercisable at the initial exercise price), (iii) 200% of the maximum number of shares of Common Stock issued

and/or issuable upon conversion of the AIR Preferred Shares issued and outstanding as of the date hereof (in each case, assuming on such

date the AIR Preferred Shares are converted in full without regard to any conversion limitations therein and are convertible at the prevailing

Conversion Price (as defined in the Series A Certificate of Designations) as of the date hereof), (iv) 200% of the maximum number of shares

of Common Stock issuable and/or issuable upon exercise of the AIR Warrants issued and outstanding as of the date hereof (in each case,

assuming on such date the AIR Warrants are exercised in full without regard to any exercise limitations therein and are exercisable at

the respective prevailing exercise prices as of the date hereof), (v) 200% of the shares of Common Stock issuable upon payment of dividends

on the AIR Preferred Shares issued and outstanding as of the date hereof (assuming, in each case, that such dividends shall accrue through

December 31, 2028), and (vi) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization

or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable

Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder

with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared

effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance

with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, (c)

such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant

to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the

affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend

upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined

by the Company, upon the advice of counsel to the Company), or (d) with respect to any shares of Common Stock described in clauses (iii)

through (v) above, such shares are already included on an effective registration statement filed with the Commission.

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration

statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 415”

means Rule 415 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.

“Rule 424”

means Rule 424 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.

“SEC Guidance”

means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission

staff and (ii) the Securities Act.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

2. Shelf

Registration.

(a) On

or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all

of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous

basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible

to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in

accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest

of the holders of the Registrable Securities as of such date) substantially the “Plan of Distribution” attached hereto

as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided,

however, that no Holder or affiliate of a Holder shall be required to be named as, and in no event shall the Company be permitted

to name any Holder or affiliate of a Holder as, an “underwriter” without such Holder’s express prior written consent.

Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration Statement filed

under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly

as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable

efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities

covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale

restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information

requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and

acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically

request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately

notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically

confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company

shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus

with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness

or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments

to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to

be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary

offering, subject to the provisions of Section 2(e) with respect to filing on Form S-3 or other appropriate form, and subject to the provisions

of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment,

the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the

Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or

any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration

Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission

for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its

Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

b. Second, the Company shall reduce Registrable Securities represented by Pre-Funded Warrants Shares (applied,

in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered

Pre-Funded Warrant Shares held by such Holders); and

c. Third, the Company shall reduce Registrable Securities represented by Exchange Shares (applied, in the

case that some Exchange Shares may be registered, to the Holders on a pro rata basis based on the sum of the total number of unregistered

Exchange Shares held by such Holders).

In the event of a cutback hereunder,

the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as to such Holder’s

allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use commercially

reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants

of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable

Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d) If:

(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration

Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the

Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this

clause (i) as of the Filing Date), or (ii) the Company fails to file with the Commission a request for acceleration of effectiveness

of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five

Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such

Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective

date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments

made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or

notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or

(iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission

by the Effectiveness Date of the Initial Registration Statement (provided that, if the Registration Statement does not allow for the

resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been

deemed to have not satisfied this clause) or (v) after the effective date of a Registration Statement, such Registration Statement

ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or

the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than

twenty (20) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar

days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of

clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading

Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for

purpose of clause (v) the date on which such twenty (20) or thirty (30) calendar day period, as applicable, is exceeded being

referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under

applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not

have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as

partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate subscription amount paid

in connection with any transactions pursuant to which the Existing Warrants were acquired, including for the avoidance of doubt any

subscription amounts paid by such Holder in connection with any additional investment rights. If the Company fails to pay any

partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay

interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the

Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are

paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a

month prior to the cure of an Event.

(e) If

Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale

of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon

as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until

such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(f) Notwithstanding

anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any

“underwriter” without the prior written consent of such Holder.

3. Registration

Procedures.

In connection with the Company’s

registration obligations hereunder, the Company shall:

(a) Not

less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the

filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to

be incorporated therein by reference other than Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K

and any similar or successor reports), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,

and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall

be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning

of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto

to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is

notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration

Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements

thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C

(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date

or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance

with this Section 3(a).

(b) (i)

Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register

for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence

from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein

which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material

respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period (subject to the terms of this Agreement) in accordance with

the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the

applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable

Securities.

(d) Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by

an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and,

in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such

notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for

that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,

makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would constitute material, non-public information

regarding the Company or any of its Subsidiaries, and the Company agrees that the Holders shall not have any duty of confidentiality to

the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis

of such information.

(e) Use

commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending

the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or

successor thereto) need not be furnished in physical form.

(g) Subject

to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by

each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any

amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate

with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of

such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United

States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during

the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted

by the Exchange Agreement and applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations

and registered in such names as any such Holder may request.

(j) Upon

the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account

the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure

of such event, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement

to any related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required

document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain 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, in light of

the circumstances under which they were made, not misleading. If the Company notifies the Holders

in accordance with clauses (iii) through (v) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to

such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use commercially reasonable efforts

to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right

under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated

damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days)

in any 12-month period.

(k) Otherwise

use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and

the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement

or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at

any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) The

Company shall use commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the

registration of the resale of Registrable Securities.

(m) The

Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially

owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the

shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable

Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated

damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of

such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration

Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement 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 Commission,

(B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (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),

(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,

telephone and delivery expenses, (iv) fees and disbursements of counsel and independent registered public accountants for the Company,

(v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained

by the Company in connection with the consummation of the transactions contemplated by this Agreement. 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

or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a) Indemnification

by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the

officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a

result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons

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 Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons 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 Person, 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 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 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 Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection

with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements

or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for

use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable

Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus

or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in

the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(v), the use by such Holder of an outdated, defective

or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or

otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company

shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions

contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation

made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in

accordance with Section 6(f).

(b) Indemnification

by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents

and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,

from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of

a material fact contained in any Registration Statement, any 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 Prospectus or supplement thereto, in light of the circumstances under which they were

made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information

so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus, or (ii)

to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder

Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such

Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose),

such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than

the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification

obligation.

of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder

(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the

“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including

the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred

in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying

Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined

by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially

and adversely prejudiced the Indemnifying Party.

An Indemnified

Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and

expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in

writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding

and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding

(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party

shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified

Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to

employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense

thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).

The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent

shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,

effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the

terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent

incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall

be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that

the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions

for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal

or further review) not to be entitled to indemnification hereunder.

(d) Contribution.

If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party

harmless for any Losses, then each Indemnifying Party 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 Indemnifying Party 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 such

Indemnifying Party 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, such Indemnifying Party or 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, subject to the limitations set forth in this Agreement, 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 this Section was available to such party in accordance with its terms.

The parties hereto

agree that it would not be just and equitable if contribution pursuant to this Section 5(d) 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

paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount

of the net proceeds received by such Holder from the sale of Registrable Securities subject to the Proceeding exceeds the amount of any

damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and

contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified

Parties.

6. Miscellaneous.

(a) Remedies.

In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the

Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery

of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that

monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions

of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall

not assert or shall waive the defense that a remedy at law would be adequate.

(b) No

Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders

(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than

the Registrable Securities, without the prior written consent of the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification,

this includes any Registrable Securities issuable upon exercise or conversion of any Security).

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the

occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of

such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company

that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use commercially

reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges

that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject

to the provisions of Section 2(d).

(d) Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the

Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes

any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver

disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group

of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or

amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall

be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted

from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect

to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights

of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;

provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent

to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to

this Agreement.

(e) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth

in the Exchange Agreement.

(f) Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the

parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable Securities.

(g) No

Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company

or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(h) Execution

and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com),

such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such “.pdf” signature page were an original thereof.

(i) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in

accordance with the provisions of the Exchange Agreement.

(j) Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l) Headings.

The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or

affect any of the provisions hereof.

(m) Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations

of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder

pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind

of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to

such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.

Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,

and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of

a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or

decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by

any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder,

solely, and not between the Company and the Holders collectively and not between and among Holders.

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

(Signature

Pages Follow)

IN WITNESS WHEREOF, the parties

have executed this Registration Rights Agreement as of the date first written above.

Nuvve Holding Corp.

By:

/s/ Gregory Poilasne

Name:

Gregory Poilasne

Title:

Chief Executive Officer

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE

PAGE OF HOLDERS TO NVVE RRA]

Name of Holder: Bristol Investment Fund, LTD

Signature of Authorized Signatory of Holder: /s/ Paul Kessler

Name of Authorized Signatory: Paul L. Kessler

Title of Authorized Signatory: Director

[SIGNATURE PAGES CONTINUE]

[SIGNATURE

PAGE OF HOLDERS TO NVVE RRA]

Name of Holder: Five Narrow Lane, L.P.

Signature of Authorized Signatory of Holder: /s/ Arie Rabinowitz

Name of Authorized Signatory: Arie Rabinowitz

Title of Authorized Signatory: Managing Member

[SIGNATURE PAGES CONTINUE]

[SIGNATURE

PAGE OF HOLDERS TO NVVE RRA]

Name of Holder: Hewlett Fund

Signature of Authorized Signatory of Holder: /s/ Martin

Chopp

Name of Authorized Signatory: Martin Chopp

Title of Authorized Signatory: GP

[SIGNATURE PAGES CONTINUE]

[SIGNATURE

PAGE OF HOLDERS TO NVVE RRA]

Name of Holder: Rainforest Partners LLC

Signature of Authorized Signatory of Holder: /s/ Mark Weinberger

Name of Authorized Signatory: Mark Weinberger

Title of Authorized Signatory: Member

[SIGNATURE PAGES CONTINUE]

Annex A

Plan of Distribution

Each Selling Stockholder (the

“Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from

time to time, sell any or all of their securities covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading

facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder

may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the

block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales effected after the effective date of the registration statement of which this prospectus is a part;

● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a

stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Stockholders may

also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities

Act”), if available, rather than under this prospectus.

Broker-dealers engaged by

the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts

from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the investors) in amounts

to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a

customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in

compliance with FINRA Rule 2121.

A-1

In connection with the sale

of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial

institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling

Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities

to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with

broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer

or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution

may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and

any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning

of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any

profit on the resale of the securities acquired by them may be deemed to be underwriting commissions or discounts under the Securities

Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly

or indirectly, with any person to distribute the securities.

The Company is required to

pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify

the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus

effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and

without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance

with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities

have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities

will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in

certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable

state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and

regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market

making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement

of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules

and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling

Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them

of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule

172 under the Securities Act).

A-2

Annex B

SELLING STOCKHOLDERS

The common stock being offered

by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon

exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Exchange

of Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares

for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not

had any material relationship with us within the past three years.

The table below lists the

selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders.

The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of

the shares of common stock and warrants, as of ________, 2026, assuming exercise of the warrants held by the selling stockholders on that

date, without regard to any limitations on exercises.

The third column lists the

shares of common stock being offered by this prospectus by the selling stockholders.

In accordance with the terms

of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number

of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants”

described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if

the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially

filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment

as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column

assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under the terms of the warrants

[and other warrants held by selling stockholders], a selling stockholder may not exercise [the] [any such] warrants to the extent such

exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares

of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding

for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number

of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their

shares in this offering. See “Plan of Distribution.”

B-1

Name

of Selling Stockholder

Number

of shares of Common Stock Owned Prior to Offering

Maximum

Number of shares of Common Stock to be Sold Pursuant to this Prospectus

Number

of shares of Common Stock Owned After Offering

B-2

Annex C

Nuvve

Holding Corp.

Selling Stockholder Notice and Questionnaire

The

undersigned beneficial owner of common stock (the “Registrable Securities”) of Nuvve Holding Corp.,

a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities

and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)

for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of

the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”)

to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address

set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights

Agreement.

Certain legal consequences

arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial

owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or

not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial

owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned

by it in the Registration Statement.

C-1

The undersigned hereby provides the following

information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Stockholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities

are held:

or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:

E-Mail:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐ No ☐

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for

investment banking services to the Company?

Yes ☐ No ☐

Note: If “no” to Section 3(b), the Commission’s

staff has indicated that you should be identified as an underwriter in the Registration Statement.

C-2

Yes ☐ No ☐

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities

in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements

or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐ No ☐

Note: If “no” to Section 3(d), the Commission’s

staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities

of the Company Owned by the Selling Stockholder.

Except as set forth below in this

Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable

pursuant to the Exchange Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Stockholder:

C-3

5. Relationships with the Company:

Except as set forth below, neither

the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities

of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or

affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to

promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the

date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify

the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of

the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned,

by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized

agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND

EXECUTED NOTICE AND QUESTIONNAIRE TO:

Nuvve Holding Corp.

2488 Historic Decatur Road,

Ste 230

San Diego, California 92106

Attention: Chief Financial Officer

Email: [***]

With a copy to

(which shall not constitute notice):

Alan Lanis, Jr.

BakerHostetler LLP

1900 Avenue of the Stars, Suite 2700

Los Angeles, California 90025

Email: [***]

C-4

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