Exhibit 10.5


 


STOCKHOLDER AGREEMENT


 


THIS STOCKHOLDER AGREEMENT
(this “Agreement”) is entered as of March 19, 2021, by and among Nuvve Holding Corp., a Delaware corporation
(the “Company”), Nuvve Corporation, a Delaware corporation (the “Operating Company”), and
the stockholder of the Company listed on Schedule I hereto (the “Stockholder”). The Company, the Operating Company
and the Stockholder are sometimes referred to collectively as the “Parties” and each as a “Party.”


 


RECITALS


 


WHEREAS, the Company
and the Operating Company are parties to that certain Merger Agreement, dated as of November 11, 2020 and amended as of February
20, 2021 (the “Merger Agreement”), with Newborn Acquisition Corp. (“Newborn”), Nuvve Merger
Sub Inc. (“Merger Sub”) and Ted Smith, as the representative of the stockholders of the Operating Company, which
provides, among other things, for (a) Newborn to merge with and into the Company, with the Company surviving and the security holders
of Newborn becoming security holders of the Company, and (b) Merger Sub to merge with and into the Operating Company, with the
Operating Company surviving as a wholly owned subsidiary of the Company and the security holders of the Operating Company becoming
security holders of the Company (the “Business Combination”); and


 


WHEREAS, it is estimated
that, immediately after the Closing (as defined below), the Stockholder will own 7.8% of the outstanding shares of Common Stock
(as defined below), assuming the holders of Newborn’s ordinary shares do not elect to convert any such ordinary shares into
a pro rata portion of the trust fund established in connection with Newborn’s initial public offering as provided for in
Newborn’s memorandum and articles of association; and


 


WHEREAS, the Company,
the Operating Company and the Stockholder desire to establish herein certain terms and conditions upon which the Stockholder will
hold the Merger Shares (as defined below), including the designation of a director for appointment to each of the boards of the
Company and the Operating Company, and to provide for certain other matters.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby,
the Parties agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1Certain
Defined Terms. As used herein, the following terms shall have the following meanings:


 


“Affiliate”
means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with
such Person, (ii) any Person directly or indirectly owning or controlling 10% or more of any class of outstanding equity securities
of such Person or (iii) any officer, director, general partner, managing member or trustee of any such Person described in clause
(i) or (ii).


 






     


     


    

 


“Applicable
Law” means the Delaware General Corporation Law and other applicable provisions of law.


 


“beneficial
owner” or “beneficially own” has the meaning given such term in Rule 13d-3 under the Exchange Act
and a Person’s beneficial ownership of Common Stock shall be calculated in accordance with the provisions of such Rule; provided,
however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any
security that may be acquired by such Person, whether within 60 days or thereafter, upon the conversion, exchange or exercise of
any warrants, options, rights or other securities and (ii) no Person shall be deemed to beneficially own any security solely as
a result of this Agreement.


 


“Board”
means the Board of Directors of the Company.


 


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to
be closed in the City of New York or in Tokyo, Japan.


 


“Bylaws”
means the Bylaws of the Company, as in effect on the date hereof and as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, the terms of the Charter and the terms of this Agreement.


 


“Charter”
means the Certificate of Incorporation of the Company, as in effect on the date hereof and as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms thereof and the terms of this Agreement.


 


“Closing”
means the closing of the transactions contemplated by the Merger Agreement.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company and any securities issued in respect thereof, or in substitution
therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation,
exchange or other similar reorganization.


 


“control”
(including the terms “controlled by” and “under common control with”), with respect to the relationship
between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction
of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Director”
means any member of the Board.


 


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


 


“Merger Shares”
means the shares of Common Stock issued pursuant to the Merger Agreement or any shares or other securities which such shares of
Common Stock may have been converted into or exchanged for in connection with any exchange, reclassification, dividend, distribution,
stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.


 






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“Person”
means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof.


 


“Transfer”
means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily
or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer,
assignment, pledge, encumbrance, voting, receipt of dividends or other distributions, hypothecation or similar disposition of,
any Common Stock beneficially owned by a Person, including, but not limited to, any swap or any other agreement including a transaction
that transfers or separates, in whole or in part, any of the economic consequences of ownership of the Common Stock and/or voting
rights in respect thereof, whether such transaction is to be settled by delivery of Common Stock, other securities, cash or otherwise.
A Transfer shall not be deemed to have occurred solely by reason of a change of control of the ultimate controlling Persons as
of the date hereof of the Stockholder.


 


“Transferee”
means any Person to whom the Stockholder Transfers Merger Shares.


 


ARTICLE II

CORPORATE GOVERNANCE


 


Section 2.1Company
Board Representation. Effective as of the Closing and until this Section 2.1 terminates pursuant to Section 2.3:


 


(a) Subject
to and in accordance with the terms and conditions of this Agreement, the Stockholder shall have the right to have not more than
one individual designated by the Stockholder (the “Stockholder Designee”) serving as a Director of the Company.


 


(b) The
Directors will be elected by the Company’s stockholders in accordance with Applicable Law, the Charter and the Bylaws, and
the Stockholder shall have the right to designate one Stockholder Designee to be nominated by the Company for election as a Director
at each annual or special meeting, as applicable, held for the purpose of electing the Directors of the Company, if either (i)
the existing Stockholder Designee’s term expires at such meeting or (ii) no Stockholder Designee is a Director of the Company
at the time of the mailing of the proxy statement (or consent solicitation or similar document) of the Company for such meeting.
The Company agrees to nominate, recommend and include the Stockholder Designee in the Company’s slate of nominees that is
included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of Directors
by the holders of Common Stock and shall provide the same level of support for the election of such Stockholder Designee as the
Company provides to any other individual standing for election as a Director as part of the Company’s slate of Directors.


 


(c) In
the event that no Stockholder Designee is then a Director of the Company, whether by reason of the death, disability, retirement,
resignation or removal (with or without cause) of a prior Stockholder Designee, the non-election or non-appointment of a Stockholder
Designee, or otherwise, the Stockholder shall have the right to designate a new Stockholder Designee, and subject to Applicable
Law, the Charter and the Bylaws, the Company hereby agrees to take, at any time and from time to time, all actions necessary to
appoint such Stockholder Designee to the Board, including increasing the size of the Board. To the extent permitted under Applicable
Law, the Charter and the Bylaws, any Stockholder Designee appointed in accordance with this paragraph shall be appointed to the
class of Directors with the longest remaining term.


 






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(d) The
Parties hereto acknowledge and agree that the initial Stockholder Designee is the Person identified in Schedule I hereto. The Company
shall take all actions necessary to cause such Stockholder Designee, upon the Closing, to be elected or appointed as a member of
the class of Directors whose term expires at the third succeeding annual meeting after the Closing.


 


(e) Unless
the Company has received the consent of the Stockholder Designee, and except as provided in Section 2.1(c), the Company shall not
take any action to cause the Board to consist of more than seven (7) Directors.


 


(f) Notwithstanding
anything else herein to the contrary, the Company shall not be required to nominate for election to or appoint any Stockholder
Designee pursuant to Section 2.1(a) or Section 2.1(c), if (i) the Board has determined in good faith, after consultation with its
outside counsel, that such Stockholder Designee would not meet any eligibility requirement set forth under Applicable Law, the
stock exchange listing rules then applicable to the Company or the corporate governance policies of the Company generally applicable
to all Directors, or (ii) the Board has determined in good faith that such Stockholder Designee has continually and willfully refused
or failed to perform a material part of his or her duties as a Director, has been convicted of, or pled guilty or nolo contendere
to, any crime which constitutes a felony in the jurisdiction involved or has been convicted of, or pled guilty or nolo contendere
to, any crime involving moral turpitude, has committed any act of fraud, misappropriation, or embezzlement, in any case involving
the properties, assets or funds of the Company or its subsidiaries, has engaged in any other willful and dishonest conduct against
the Company or its subsidiaries, has committed any act which has materially harmed or is reasonably likely to cause material harm
to the Company’s brand or reputation, is subject to any of the “Bad Actor” disqualifications described in Rule
506(d)(1)(i) to (viii) under the Securities Act of 1934, as amended, or otherwise has committed an act that would constitute “cause”
for the purposes of his or her removal.


 


(g) The
Stockholder shall notify the Company in writing of the name of the proposed Stockholder Designee and shall provide all information
concerning such nominee reasonably requested by the Company, so that the Company can comply with applicable disclosure rules, a
reasonable time in advance of (i) any action taken or annual or special meeting held for the purpose of electing the Directors
of the Company, and (ii) the mailing of any proxy statement or information statement in connection with such action taken or annual
or special meeting; provided, that, in the absence of such notice, the Stockholder shall be deemed to have designated the Stockholder
Designee serving as a Director as of the date of such mailing.


 






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(h) The
Company shall reimburse the Stockholder Designee for reasonable out-of-pocket expenses incurred by him or her for the purpose of
attending meetings of the Board or committees thereof in the same manner that it reimburses other Directors and agrees that the
Stockholder Designee (other than any Stockholder Designee who is an employee of the Company) shall be entitled to the same compensation
as other non-employee Directors as may be approved from time to time.


 


(i) The
Stockholder Designee in his or her capacity as a Director shall be entitled to the benefits under any director and officer insurance
policy maintained by the Company to the same extent as any similarly situated Director. The Company shall duly authorize and enter
into an indemnification agreement with the Stockholder Designee in his or her capacity as a Director, on substantially the same
terms as is available to the other Directors.


 


(j) As
a condition to his or her appointment or election as a Director, each Stockholder Designee shall submit a contingent resignation
letter to the Company and the Operating Company, which resignation shall become effective upon the earlier of (i) the termination
of this ARTICLE II pursuant to Section 2.3, or (ii) the appointment or election of a subsequent Stockholder Designee as a Director
of the Company.


 


(k) At
any time that a Stockholder Designee is not seated as a Director of the Company, the Company shall allow one observer (the “Observer”)
designated by the Stockholder to attend all meetings of the Board and the committees thereof, in a nonvoting observer capacity
and the Company shall give such Observer copies of all notices, minutes, consents, and other materials that the Company provides
to the Directors at the same time and in the same manner as provided to such Directors. The right of the Observer to attend such
meetings and receive such materials shall be contingent upon the Observer signing a confidentiality agreement on terms and conditions
reasonably satisfactory to the Company.


 


(l) Notwithstanding
whether a Stockholder Designee is seated as a Director of the Company or whether an Observer has been allowed to attend meetings
of the Board and committees thereof pursuant to Section 2.1(k), the Stockholder shall be entitled to designate one observer (who
shall be an director, executive or employee of the Stockholder or an Affiliate of the Stockholder) (the “TTC Company Observer”)
to attend all meetings of the Board and the committees thereof, in a nonvoting observer capacity and the Company shall give the
TTC Company Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Directors at
the same time and in the same manner as provided to such Directors. The right of the TTC Company Observer to attend such meetings
and receive such materials shall be contingent upon the TTC Company Observer signing a confidentiality agreement on terms and conditions
reasonably satisfactory to the Company.


 


Section 2.2Operating
Company Board Representation. Effective as of the Closing and until this Section 2.2 terminates pursuant to Section 2.3:


 


(a) Subject
to and in accordance with the terms and conditions of this Agreement, the Stockholder shall have the right to have not more than
one individual designated by the Stockholder serving as a director of the Operating Company.


 






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(b) The
Company shall cause any Stockholder Designee who is a member of the Board (or if none, the Observer) to be elected or appointed
as a member of the board of directors of the Operating Company.


 


(c) The
Operating Company shall reimburse the Stockholder Designee (or the Observer, as the case may be) for reasonable out-of-pocket expenses
incurred by him or her for the purpose of attending meetings of the board of directors of the Operating Company or committees thereof
in the same manner that it reimburses other directors of the Operating Company. The Operating Company shall not have to reimburse
the Stockholder Designee (or the Observer, as the case may be) for travel costs if the Stockholder Designee (or the Observer, as
the case may be) will be travelling for Board or committee meetings of the Company which are held at around the same time as board
of director meetings or committee meetings of the Operating Company.


 


(d) The
Stockholder Designee (or the Observer, as the case may be) in his or her capacity as a director of the Operating Company shall
be entitled to the benefits under any director and officer insurance policy maintained by the Operating Company to the same extent
as any similarly situated director of the Operating Company. The Operating Company shall duly authorize and enter into an indemnification
agreement with the Stockholder Designee (or the Observer, as the case may be) in his or her capacity as a director of the Operating
Company, on substantially the same terms as is available to the other directors of the Operating Company.


 


(e) At
any time that neither a Stockholder Designee nor an Observer is seated as a member of the board of directors of the Operating Company,
the Company and the Operating Company shall allow the Stockholder Designee seated as a member of the Board of the Company (or if
none, the Observer) to attend all meetings of the board of directors of the Operating Company and the committees thereof, in a
nonvoting observer capacity and the Operating Company shall give such Stockholder Designee or Observer copies of all notices, minutes,
consents, and other materials that the Operating Company provides to its board of directors at the same time and in the same manner
as provided to its board of directors.


 


(f) Notwithstanding
whether a Stockholder Designee (or the Observer, as the case may be) is seated as a Director of the Operating Company or whether
an observer has been allowed to attend meetings of the board of directors of the Operating Company and committees thereof pursuant
to Section 2.2(e), the Stockholder shall be entitled to designate one observer (who shall be a director, executive or employee
of the Stockholder or an Affiliate of the Stockholder) (the “TTC Operating Company Observer”) to attend all
meetings of the board of directors of the Operating Company and committees thereof, in a nonvoting observer capacity and the Operating
Company shall give the TTC Operating Company Observer copies of all notices, minutes, consents, and other materials that the Operating
Company provides to the board of directors of the Operating Company at the same time and in the same manner as provided to the
directors of the Operating Company. The right of the TTC Operating Company Observer to attend such meetings and receive such materials
shall be contingent upon the TTC Operating Company Observer signing a confidentiality agreement on terms and conditions reasonably
satisfactory to the Operating Company.


 






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Section 2.3Termination
of Rights. At such time as the Merger Shares beneficially owned by the Stockholder, together with its Affiliates (through equity
ownership), cease to represent at least five percent (5%) of the issued and outstanding shares of Common Stock, this ARTICLE II
shall terminate and the Stockholder shall cease to have the right to designate a Director pursuant to Section 2.1 or to have such
Director elected or appointed as a member of the board of directors of the Operating Company pursuant to Section 2.2.


 


Section 2.4Rights
Not Transferrable. No Transferee of the Stockholder shall be entitled to any rights under this Agreement, other than any Transferees
who are Affiliates (through equity ownership) of the Stockholder and who agree in writing to be bound by the terms of this Agreement.


 


ARTICLE III

MISCELLANEOUS


 


Section 3.1Termination.
Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to by the Company, the Operating
Company and the Stockholder as provided under Section 3.2, this Agreement shall terminate upon the termination of ARTICLE II as
provided in Section 2.3. Nothing herein shall relieve any Party from any liability for the breach of any of the agreements set
forth in this Agreement.


 


Section 3.2Amendments
and Modifications. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement
shall be effective without the approval in writing of the Company, the Operating Company and the Stockholder; provided, that any
Party may waive in writing the benefit of any provision of this Agreement with respect to itself for any purpose.


 


Section 3.3Waivers,
Delays and Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any Party,
upon any breach, default or noncompliance by another Party under this Agreement, shall impair any such right, power or remedy,
nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. No single or partial exercise of any such right, power, remedy,
or any abandonment or discontinuance of steps to enforce such right power or remedy, or any course of conduct, preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. It is further agreed that any waiver, permit,
consent or approval of any kind or character on the part of any Party hereto of any breach, default or noncompliance under this
Agreement or any waiver on such Party’s part of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise
afforded to any Party, shall be cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.


 


Section 3.4Successors,
Assigns and Transferees. This Agreement shall bind and inure to the benefit of and be enforceable by the Parties hereto and
their permitted successors and assigns.


 






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Section 3.5Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if
delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b)
on the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized
next-day courier service, or (c) on the earlier of confirmed receipt or the fifth (5th) Business Day following the date
of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall
be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party
to receive such notice:


 


(a) if
to the Company or the Operating Company, to:


 


Nuvve Holding Corp.

2468 Historic Decatur Road

San Diego, CA 92106

Attn: Gregory Poilasne, Chief Executive Officer

Phone: (619) 456-5161

Email: gregory@nuvve.com


 


with a copy
(which shall not constitute notice) to:


 


Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Attn: David Alan Miller, Eric Schwartz

Phone: (212) 818-8661, (212) 818-8602

Email: dmiller@graubard.com, eschwartz@graubard.com


 


(b) if
to the Stockholder, to the address set forth on Schedule I.


 


Section 3.6Interpretation.
When a reference is made in this Agreement to a Section, Article, or Exhibit, such reference shall be to a Section, Article, or
Exhibit of this Agreement unless otherwise indicated. The headings contained in this Agreement or in any Exhibit are for convenience
of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit
but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits annexed hereto or referred
to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including”
and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise
specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. The term “or”
is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.”
References to days mean calendar days unless otherwise specified.


 






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Section 3.7Entire
Agreement. This Agreement (including the Exhibits and Schedules hereto) and the Merger Agreement and the Additional Agreements
(as defined in the Merger Agreement) constitute the entire agreement among the Parties, and supersede all prior written agreements,
arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications
and understandings among the Parties with respect to the subject matter hereof and thereof. Notwithstanding any oral agreement
or course of action of the Parties to the contrary, no Party to this Agreement shall be under any legal obligation to enter into
or complete the obligations contemplated hereby unless and until this Agreement shall have been executed and delivered by each
of the Parties.


 


Section 3.8No
Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person
other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of
any nature under or by reason of this Agreement.


 


Section 3.9Governing
Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the
laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.


 


Section 3.10Submission
to Jurisdiction. Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this
Agreement brought by any other Party or its successors or assigns shall be brought and determined in the courts (Federal and state)
in California, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself
and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or
relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any action, suit
or proceeding relating thereto except in the courts described above in California, other than actions in any court of competent
jurisdiction to enforce any judgment, decree or award rendered by any such court in California as described herein. Each of the
Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive
any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not
to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction
of the courts in California as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding
in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this
Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 


Section 3.11Enforcement.
The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to specific
performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the courts (Federal and state) in California, this being in addition to any other
remedy to which such Party is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action
for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite
to obtaining equitable relief.


 






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Section 3.12Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never
been contained herein.


 


Section 3.13Waiver
of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 3.14Counterparts.
This Agreement may be executed in three or more counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.


 


Section 3.15Facsimile
or Portable Document File Signature. This Agreement may be executed by facsimile or portable document file signature and a
facsimile or portable document file signature shall constitute an original for all purposes.


 


Section 3.16No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, each of the Company, the Operating Company
and the Stockholder covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered
in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner,
trustee, beneficiary or equity holder of the Company, the Operating Company or the Stockholder or of any Affiliate thereof, whether
by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other
applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on
or otherwise be incurred by any current or future director, officer, agent, partner, member, trustee, beneficiary, or employee
of the Company, the Operating Company or the Stockholder or of any Affiliate thereof, as such for any obligation of the Company,
the Operating Company or the Stockholder under this Agreement or any documents or instruments delivered in connection with this
Agreement for any claim based on, in respect of or by reason of such obligations or their creation.


 


Section 3.17Conflict.
If at any time it becomes apparent that there is any inconsistency between the provision of this Agreement (on the one part) and
the Charter, Bylaws or and any other organizational documents of the Company and/or the Operating Company, and agreements to which
the Company and/or the Operating Company are party (on the other part), the Company and/or the Operating Company shall use reasonable
efforts to cause the Charter, Bylaws, other organizational documents and agreements to be revised to be consistent with this Agreement
and to give effect to this Agreement, unless not permitted under the applicable laws and regulations.


 






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Section 3.18Confidentiality.
The Stockholder shall not at any time, during the term of this Agreement or thereafter, divulge to any person or entity or use
any Confidential Information obtained or learned by it, except (i) with the Company’s prior written consent, (ii) to the
extent that any such information is in the public domain other than as a result of the Stockholder’s breach of any of its
obligations hereunder, (iii) where the information was known to the Stockholder before it was disclosed to the Stockholder by the
Company or any of its subsidiaries and the Stockholder was not under any obligation of confidence in respect of that information,
(iv) to the directors, executives and employees of the Stockholder’s Affiliates, and the professional advisers and consultants
to the Stockholder, who need to know in connection with the Stockholder’s ownership of the Merger Shares, or (v) where required
to be disclosed by court order, subpoena or other government process. If the Stockholder shall be required to make disclosure pursuant
to the provisions of clause (v) of the preceding sentence, the Stockholder shall promptly, but in no event more than 48 hours after
learning of such subpoena, court order, or other government process, notify the Company and, at the Company’s expense, the
Stockholder shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement
of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel
of its choice in any proceeding relating to the enforcement thereof. The Stockholder shall limit and restrict access to the Confidential
Information to those of the directors, executives and employees of the Stockholder’s Affiliates, and to the professional
advisers and consultants to the Stockholder, who need such access in connection with the Stockholder’s ownership of the Merger
Shares. The Stockholder shall advise each of such directors, executives and employees, and professional advisers and consultants,
to whom it provides access to any of the Confidential Information of the confidential nature of the Confidential Information, shall
cause any such professional advisors and consultants to enter into written agreements containing confidentiality provisions substantially
equivalent to those contained herein, and shall be responsible for any breach of the terms of this Agreement by any such director,
executive or employee or professional adviser or consultant. The Stockholder shall, and shall cause any such directors, executives,
employees, professional advisers and consultants to, promptly following the termination of this Agreement or upon earlier request
by the Company, return all written materials, and destroy all materials stored in an electronic medium, in its possession embodying
any Confidential Information. To the extent restricted or prohibited by applicable laws, the Stockholder shall not, and shall cause
any such directors, executives, employees, professional advisers and consultants not to, engage in any transaction involving the
Company’s securities while in the possession of any material Confidential Information prior to the time such information
is made known to the general public. If the Stockholder or any such director, executive, employee, professional adviser or consultant
commits a breach, or threatens to commit a breach, of any of the provisions of this Section 3.18, the Company shall have the right
and remedy to seek to have the provisions of this Section 3.18 specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed by the Stockholder that any such breach or threatened breach will cause irreparable injury to the
Company and that money damages will not provide an adequate remedy to the Company. The rights and remedies enumerated in this Section
3.18 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity. “Confidential
Information” means all information and trade secrets relating to or used in the business and operations of the Company
and its subsidiaries (including, but not limited to, marketing methods and procedures, customer lists, sources of supplies and
materials, business systems and procedures, information regarding its financial matters, or any other information concerning the
personnel, operations, intellectual property, trade secrets, know how, or business or planned business of the Company and its subsidiaries),
whether prepared, compiled, developed or obtained by the Stockholder or by the Company or any of its subsidiaries prior to or during
the term of this Agreement, that is treated by the Company or any of its subsidiaries as confidential or proprietary or is reasonably
considered by the Company or any of its subsidiaries to be confidential or proprietary.


 


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    11


     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto
duly authorized.


 


	 	NUVVE HOLDING CORP.
	 	 	 	 
	 	By:	/s/ Gregory Poilasne
	 	 	Name:	Gregory Poilasne
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	NUVVE CORPORATION
	 	 	 	 
	 	By:	/s/ Gregory Poilasne
	 	 	Name: 	Gregory Poilasne
	 	 	Title:	Chief Executive Officer


 


 


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[Signature Page to Stockholder Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto
duly authorized.


 


	 	STOCKHOLDER:
	 	 
	 	Toyota Tsusho Corporation
	 	(Name)
	 	 
	 	/s/ Minoru Aokura
	 	(Signature)
	 	 
	 	Minoru Aokura, General Manager
	 	(Name and Title of Signatory)


 


 


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Schedule I


 


Stockholder


 


Toyota Tsusho Corporation


 


Initial Stockholder Designee:


 


Kenji Yodose


 


Address for Notice:


 


Toyota Tsusho Corporation

2-3-13, Konan, Minato-ku, Tokyo

108-8208 Japan

Attn: Kenji Yodose (New Business Development Group, Power Solution Development Department, Manager)

Phone: 81-3-4306-5520

Email: kenji_yodose@toyota-tsusho.com