Exhibit 10.12


 


PURCHASE AND OPTION AGREEMENT


 


This Purchase and Option
Agreement (this “Agreement”), dated November 11, 2020, is made by and between EDF Renewables, Inc. (“Seller”)
and NB Merger Corp. (the “Company”).


 


RECITALS


 


A. The
Company is party to a Merger Agreement (the “Merger Agreement”), dated as of the date hereof, by and among Newborn
Acquisition Corp. (“Newborn”), the Company, a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc. (“Merger
Sub”), a wholly owned subsidiary of the Company, Nuvve Corporation (“Nuvve”) and Ted Smith, as the
representative of the stockholders of Nuvve, pursuant to which (i) the Company will merge with Newborn, with the Company surviving
the merger and the security holders of Newborn becoming security holders of the Company, and (ii) Nuvve will merge with Merger
Sub (the “Acquisition Merger”), with Nuvve surviving as a wholly owned subsidiary of the Company and the security
holders of Nuvve becoming security holders of the Company.


 


B. Seller
is the owner of 8,286,421 shares of Series A preferred stock, par value $0.0001 per share, of Nuvve, which automatically will convert
into 8,286,421 shares of common stock, par value $0.0001 per share, of Nuvve immediately prior to the consummation of the Acquisition
Merger (the “Nuvve Shares”).


 


C. Upon
consummation of the Acquisition Merger, the Nuvve Shares will be exchanged for shares (the “Merger Shares”)
of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).


 


D. Seller
desires to sell to the Company $6,000,000 of the Merger Shares immediately after the consummation of the Acquisition Merger, and
the Company further desires grant to the Seller a put option entitling the Seller to sell an additional $2,000,000 of the Merger
Shares to the Company, in each case subject to the terms and conditions of this Agreement.


 








AGREEMENT


 


It is hereby agreed:


 


1.
Initial Purchase and Sale of Shares.





 


(a)
Subject to the terms and conditions herein, Seller hereby agrees to sell to the Company, and the Company hereby agrees to
purchase from the Seller, 600,000 of the Merger Shares (the “Initial Shares”) for $10.00 per Share, or an aggregate
of $6,000,000, in cash (the “Initial Sale Purchase Price”), immediately after the consummation of the Acquisition
Merger. The number of Initial Shares and the Initial Sale Purchase Price shall be equitably adjusted for any stock split, reverse
stock split, stock combination, stock dividend or other similar transaction affecting the Common Stock as a whole or the ordinary
shares, par value $0.0001 per share, of Newborn as a whole.


 






     


     


    

 


(b)
Except as mutually agreed by the parties in writing, the closing of the purchase and sale of the Initial Shares (the “Closing”)
shall take place immediately after the consummation of the Acquisition Merger. At or prior to the Closing:


 


(i)
If the Initial Shares are represented by a certificate, Seller shall deliver to the Company the certificate representing
the Initial Shares, registered in Seller’s name (or an affidavit of loss and indemnification agreement in a form reasonably
satisfactory to the Company in lieu of such certificate), together with an instrument of transfer for the Initial Shares executed
in blank with original signature from Seller, medallion guaranteed.


 


(ii)
If the Initial Shares are represented by an entry, in Seller’s name, on the books and records of the Company’s
transfer agent, Seller shall deliver an instrument of transfer for the Initial Shares executed in blank with original signature
from Seller, medallion guaranteed.


 


(iii)
The Company shall pay the Initial Sale Purchase Price to Seller by wire transfer of immediately available funds to an account
designated by Seller in writing at least three (3) business days prior to the Closing.


 


(c)
The obligations of the Parties pursuant to this Section 1 shall be conditioned upon the consummation of the Acquisition
Merger.


 


2.
Put Option.


 


(a)
Upon the closing of the Acquisition Merger, the Seller is granted an option (the “Put Option”) to require
the Company to purchase, at any time commencing upon the closing of the Acquisition Merger and ending twelve (12) months thereafter
(the “Put Option Exercise Period”), on the terms and conditions contained herein, up to $2,000,000 of the Merger
Shares then held by the Seller.


 


(b)
This Put Option may be exercised (“Put Election”), in whole or in part, on one and only one occasion
during the Put Option Exercise Period, by written notice (“Put Notice”) to the Company. The Put Election shall
be deemed made on the date the Put Notice is delivered to the Company. The Put Notice shall specify (i) the number of Merger Shares
to be sold and purchased pursuant to the Put Option (the “Put Shares”), which shall not exceed a number equal
to $2,000,000 divided by the Put Option Exercise Price, and (ii) the date for the closing of the purchase and sale of the Put Shares
(the “Put Closing”), which shall be not less than thirty (30) days or more than forty-five (45) days after the
date of delivery of the Put Notice. Such Put Election shall be irrevocable, unless Holder has obtained the written consent of the
Company allowing a revocation.


 


(c)
The exercise price of the Put Option (the “Put Option Exercise Price”) shall be the average of the last
closing sale price of the Common Stock on the primary market on which the Common Stock is then traded for the five (5) consecutive
trading days ending on the trading day prior to the date the Put Notice is delivered to the Company. The Put Option Exercise Price
shall be equitably adjusted for any stock split, reverse stock split, stock combination, stock dividend or other similar transaction
affecting the Common Stock as a whole occurring after the Put Notice is delivered to the Company but prior to the Put Closing.


 






    2 


     


    

 


(d)
Except as mutually agreed by the parties in writing, the Put Closing shall take place on the date specified in the Put Notice.
At or prior to the Put Closing:


 


(i)
If the Put Shares are represented by a certificate, Seller shall deliver to the Company the certificate representing the
Put Shares, registered in Seller’s name (or an affidavit of loss and indemnification agreement in a form reasonably satisfactory
to the Company in lieu of such certificate), together with an instrument of transfer for the Put Shares executed in blank with
original signature from Seller, medallion guaranteed.


 


(ii)
If the Put Shares are represented by an entry, in Seller’s name, on the books and records of the Company’s transfer
agent, Seller shall deliver an instrument of transfer for the Put Shares executed in blank with original signature from Seller,
medallion guaranteed.


 


(iii)   
The Company shall pay an amount equal to (A) the number of Put Shares, multiplied by (B) the Put Option Exercise Price,
to Seller by wire transfer of immediately available funds to an account designated by Seller in writing at least three (3) business
days prior to the Put Closing.


 


(e)
The grant of the Put Option pursuant to this Section 2 shall be conditioned upon the consummation of the Acquisition Merger.


 


3.
Representations of Seller. Seller represents and warrants to the Company as follows:


 


(a)
This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.


 


(b)
Seller, as of the date hereof, is the record and beneficial owner of, and has good and marketable title to, the Nuvve Shares
and, as of the Closing and the Put Closing, will be the record and beneficial owner of, and have good and marketable title to,
the Merger Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject
to securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy the Nuvve Shares
or the Merger Shares. No other person or entity has any interest in the Nuvve Shares or the Merger Shares of any nature. The sale
and transfer of the Merger Shares to the Company pursuant to this Agreement will not give any person a legal right or cause of
action against the Merger Shares or the Company.


 


(c)
Seller understands that, at the Closing and any Put Closing, it may not be privy to certain material non-public information
with respect to the business operations, financial condition and prospects of the Company (“Excluded Information”)
and that the Excluded Information could be positive in nature and, if released to the public, could have a positive impact on the
market price of the securities of the Company. Notwithstanding the foregoing, Seller is still desirous of effectuating the transactions
contemplated hereby and selling the Initial Shares and, should Seller elect to exercise its Put Option, the Put Shares, to the
Company. Seller is not requesting the Excluded Information and agrees that the Company is not obligated to disclose any Excluded
Information to Seller and that the Company shall not have any liability with respect to any non-disclosure of the Excluded Information.
As a condition to the Company’s agreement to buy the Initial Shares and the Put Shares, to the fullest extent permitted by
law, as of the Closing and the Put Closing, the Seller hereby releases and waives any and all claims, causes of action, actions,
proceedings, suits, judgments, liens and executions and claims, whether known or unknown, now or hereafter arising against the
Company or its officers, directors, agents or controlling stockholders, based upon or relating to such non-disclosure or Seller’s
failure to review the Excluded Information.


 






    3 


     


    

 


4.
Representations and Warranties of the Company. The Company hereby represents and warrants to Seller that this Agreement
constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.


 


5.
Termination. Except in the case that the transactions contemplated by the Merger Agreement are consummated, this
Agreement shall terminate upon the termination of the Merger Agreement.


 


6.
Confidentiality. Except as otherwise required by applicable law, rule or regulation, Seller shall not disclose the
existence or contents of this Agreement without the prior consent of the Company.


 


7.
Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware
without giving effect to principles of conflicts of law.


 


8.
Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.


 


9.
Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes
and intent of this Agreement.


 


[Signature Page Follows]


 




    4 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the date first above written.


 


	SELLER:	 	COMPANY:
	 	 	 	 	 
	EDF RENEWABLES, INC.	 	NB MERGER CORP.
		 	 	 	 
	By:	/s/
    Raphael Declercq	 	By:	/s/ Wenhui Xiong
	 	Name:
    Raphael Declercq	 		Name: Wenhui Xiong
	 	Title: EVP Distributed Solutions + Strategy	 	 	Title: President






 


[Purchase and Option Agreement Signature
Page]