Exhibit 10.12


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT,
dated as of March 19, 2021, is made by and between NUVVE HOLDING CORP., a Delaware corporation (together with its successors and assigns,
the “Company”), and TED SMITH (the “Executive”).


 


WHEREAS, the Company is party
to that certain Merger Agreement, dated as of November 11, 2020 (as the same may be amended from time to time, the “Merger Agreement”),
by and among Newborn Acquisition Corp. (“Newborn”), the Company, Nuvve Merger Sub Inc. (“Merger Sub”),
Nuvve Corporation (“Nuvve”) and Ted Smith, as the representative of the stockholders of Nuvve; and


 


WHEREAS, pursuant to the Merger
Agreement, among other things, Newborn will merge with and into the Company, the security holders of Newborn becoming security holders
of the Company, and Merger Sub will merge with and into Nuvve, with Nuvve becoming a wholly owned subsidiary of the Company and the security
holders of Nuvve becoming security holders of the Company (the “Business Combination”), as a result of which the Company
will become a public reporting company with Nuvve as its operating subsidiary; and


 


WHEREAS, the Executive serves
as the Chief Operating Officer of Nuvve pursuant to an offer letter, dated December 16, 2016 (the “Offer Letter”);
and


 


WHEREAS the Executive and
the Company desire to enter into this Employment Agreement (this “Agreement”), to take effect upon, and only upon,
the consummation of the Business Combination (the date thereof referred to herein as the “Effective Date”), to provide
for the employment of the Executive by the Company upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants and conditions contained herein, the Company and the Executive hereby agree as follows:


 


1. Employment
and Term.


 


(a) Effective
on the Effective Date, the Company shall employ the Executive, and the Executive accepts employment by the Company, upon the terms and
conditions set forth herein.


 


(b) Subject
to the remainder of this Section and the provisions for termination hereinafter provided in Section 5, the term of the Executive’s employment
hereunder shall be from the Effective Date through and including the day immediately preceding the third anniversary of the Effective
Date (the “Initial Period”). On the third anniversary of the Effective Date and on each subsequent anniversary of such
date (each a “Renewal Date”), the term of this Agreement shall automatically be extended by one additional year (the
“Extension Period”), unless either party shall have provided written notice to the other at least ninety (90) days
prior to a Renewal Date that such party does not desire to extend the term of this Agreement, in which case no further extension of the
term of this Agreement shall occur pursuant hereto but all previous extensions of the term shall continue to be given full force and effect.
For purposes of this Agreement, the term “Employment Period” means the period from the Effective Date until the end
of the Initial Period and any Extension Periods, or until the date this Agreement is earlier terminated pursuant to Section 5. For the
avoidance of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined).


 






     


     


    

 


(c) Notwithstanding
any other provision in this Agreement to the contrary, this Agreement shall terminate in its entirety and be of no force or effect if
the Merger Agreement is terminated.


 


2. Duties.


 


(a) Throughout
the Employment Period, the Executive shall be the President and Chief Operating Officer of the Company reporting directly to the Chief
Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such
position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable
to him. During the Employment Period, the Company shall also nominate the Executive for re-election as a member of the Board of Directors
of the Company (the “Board”). The Executive’s primary office location shall be at the Company’s executive
offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his
duties hereunder.


 


(b) Throughout
the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully,
and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates.


 


(c) Executive
shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein
to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent
will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or
charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this
Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs,
and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the
performance of the Executive’s duties and responsibilities to the Company as provided hereunder.


 


3. Compensation.


 


As compensation for his services
to be performed hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and
the Executive agrees to accept, the following compensation and other benefits:


 


(a) Base
Salary. During the Employment Period, the Company shall pay the Executive a salary (the “Base Salary”) at the rate
of $425,000 per annum, in periodic installments in accordance with the Company’s customary payroll practices and applicable wage
payment laws. The Compensation Committee of the Board (the “Compensation Committee”) shall periodically review such
Base Salary and may increase or decrease such Base Salary from time to time (but not below the amount set forth herein), in its sole discretion.
After any increase or decrease, the term “Base Salary” shall mean such increased or decreased amount.


 






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(b) Annual
Performance Bonus. For each fiscal year completed during the Employment Period, the Executive shall be eligible to receive an annual
performance bonus (the “Annual Performance Bonus”). As of the Effective Date, the Executive’s annual target bonus opportunity
shall be equal to 100% of Base Salary as in effect on December 31 of such fiscal year (the “Target Amount”), based
on the achievement of Company and Executive performance goals established by the Compensation Committee. The Annual Performance Bonus
is intended to satisfy the short-term deferral exemption under Treasury Regulations Section 1.409A-1(b)(4) and shall be paid, in accordance
with Company policy, and in any event, not later than the last day of the applicable two and one-half (2 1/2) month “short-term
deferral period” with respect to such annual bonus, within the meaning of Treasury Regulations Section 1.409A-1(b)(4).


 


(c) Annual
Discretionary Bonus. For each fiscal year completed during the Employment Period, the Executive shall be eligible to receive an annual
discretionary bonus (the “Annual Discretionary Bonus”), in an amount up to $75,000, as determined by the Compensation
Committee, in its sole discretion. The Annual Discretionary Bonus shall be paid, in accordance with Company policy, and in any event,
not later than the last day of the applicable two and one-half (2 1/2) month “short-term deferral period” with respect to
such annual bonus, within the meaning of Treasury Regulations Section 1.409A-1(b)(4).


 


(d) Signing
Bonus. The Company shall pay the Executive a lump sum cash signing bonus of $50,000 (the “Signing Bonus”) on the
Company’s next regular payroll date following the Effective Date; provided that, the Executive shall repay the gross amount
of the Signing Bonus if, prior to the date that is six (6) months after the Effective Date, the Executive terminates the Executive’s employment
without Good Reason (as defined below) or the Company terminates the Executive’s employment for Cause (as defined below).


 


(e) Equity
Awards.


 


(i) Subject
to the approval of the Compensation Committee, upon the Effective Date, the Company shall grant to Executive, under the Company’s
2021 Long-Term Incentive Plan (“2021 Plan”), a restricted stock award for $350,000 in shares of the Company’s
common stock, based on the last closing price of the Company’s common stock on the date of grant. The restricted stock award shall
vest and become non-forfeitable as to one-third (1/3) of the shares on the first, second and third anniversary of the grant date.


 


(ii) Subject
to the approval of the Compensation Committee, upon the Effective Date, the Company shall grant to Executive, under the 2021 Plan, a ten-year
stock option to purchase 350,000 shares of the Company’s common stock, with an exercise price equal to the last closing price of
the Company’s common stock on the date of grant. The option shall vest as to one-quarter (1/4) of the shares on the last day of
the fiscal quarter in which the first anniversary of the grant date occurs and shall vest as to one-sixteenth (1/16) of the shares on
the last day of the next twelve (12) fiscal quarters.


 


(iii) The
Compensation Committee may, in its sole discretion, grant Employee additional equity awards from time to time under the Company’s
equity compensation plans.


 






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(f) Benefit
Plans. During the Employment Period and as provided in Section 5, the Executive shall be entitled to participate in any and all
employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans)
and other employee benefit plans, in effect from time to time, on a basis no less favorable than the basis on which any other senior executive
participates, to the extent consistent with applicable law and the terms of the applicable plan; provided that nothing herein contained
shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations hereunder.


 


(g) Vacation
and Other Benefits. During the Employment Period, the Executive shall be entitled to not less than four weeks of paid vacation during
each calendar year of his employment hereunder and to sick days and other paid time off for religious and personal reasons, in each case
in accordance with the Company’s vacation and paid time off policies and procedures (including with respect to accrual), as in effect
from time to time. The Company shall pay or reimburse all reasonable out-of-pocket business, entertainment and travel expenses incurred
by the Executive during the Employment Period in the performance of his duties and responsibilities, in accordance with this paragraph
and the Company’s expense reimbursement policies and procedures, as in effect from time to time. The Executive shall submit to the Company
periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse
the Executive the full amount of any such expenses advanced by him promptly in the ordinary course. During the Employment Period, the
Executive shall be entitled to such other fringe benefits extended or provided to any other senior executive.


 


(h) Automobile
and Phone. During the Employment Period, the Company shall pay or reimburse Executive for mobile phone expenses and for up to $20,000
for a down payment and up to $1,200 per month for automobile lease payments.


 


(i) Relocation
Expenses. The Company shall pay, or reimburse the Executive for, all reasonable relocation expenses incurred by the Executive relating
to the Executive’s relocation at the direction of the Board in accordance with the terms of the Company’s relocation policy. If the Executive
terminates employment without Good Reason or is terminated by the Company for Cause before the date that is six (6) months after the date
the relocation is completed, the Executive shall be required to repay the Company the gross amount of any relocation expenses paid or
reimbursed under this Section 3(i) and the Company’s relocation policy.


 


(j) Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other
compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject
to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback
as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted
by the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 






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(k) Compensation
for Prior Services. In full satisfaction of Nuvve’s obligations to the Executive pursuant to the last sentence of Section 2
of the Offer Letter, the Company shall pay the Executive $260,000 in cash within sixty (60) days following the Effective Date.


 


4. Executive
Covenants.


 


(a) Confidentiality.
During the Employment Period and thereafter, Executive shall keep confidential and not divulge any Confidential Information, or allow
any Confidential Information to be disclosed, published, communicated, or made available, in whole or part, to any person whatsoever.
Except as required in the performance of the Executive’s authorized employment duties to the Company, Executive shall not access
or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information,
or remove any such documents, records, files, media, or other resources from the premises or control of the Company. Nothing herein shall
prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s duties hereunder or otherwise
complying with this Agreement, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in
the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be
disclosed by law, regulation, stock exchange rule, court order, subpoena or other government process. If Executive shall be required to
make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48
hours after learning of such court order, subpoena or other government process, shall notify the Company in writing (which may be by e-mail)
and, at the Company’s expense, Executive shall: (x) take all reasonably necessary and lawful steps required by the Company to defend
against the enforcement of such court order, subpoena or other government process and (y) permit the Company to intervene and participate
with counsel of its choice in any proceeding relating to the enforcement thereof. “Confidential Information” means
all information concerning the Company not generally known to the public, in spoken, printed, electronic or any other form or medium,
including, without limitation, information relating directly or indirectly to: business processes, practices, methods, research, techniques,
terms of agreements, transactions and potential transactions, know-how, trade secrets, computer programs, databases, data, technologies,
manuals, supplier information, customer information, financial information, employee lists, algorithms, product plans, designs, inventions,
unpublished patent applications, original works of authorship, discoveries, of the Company or its businesses or any existing or prospective
customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company
in confidence.


 


(b) Documents.
All papers, books and records of every kind and description relating to the business and affairs of the Company, its subsidiaries or its
affiliates, whether or not prepared by the Executive are the exclusive property of the Company, and the Executive shall surrender them
to the Company, at any time upon written request of the Board, during or after the Employment Period. Anything to the contrary notwithstanding,
the Executive shall be entitled to retain (i) papers and other materials (including electronic records) of a personal nature, including,
but not limited to, photographs, correspondence, personal diaries, calendars, contact lists and personal files, (ii) information showing
his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes
and (iv) copies of plans, programs and agreements relating to his employment, or if applicable, his termination of employment, with the
Company or any of its subsidiaries or affiliates.


 






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(c) Non-Solicitation.
In consideration for the severance provisions in Section 5 and the other compensation and benefits provided hereunder, except as
set forth in Section 5(e), and provided that the Company is not in default to the Executive on any of its material obligations under
Section 5, the Executive agrees that, during (i) the Employment Period, and (ii) (A) any Severance Period in which the Executive is eligible
to receive severance pursuant to Section 5 or (B) for a period of twenty-four (24) months following (x) the voluntary termination of employment
by the Executive other than for Good Reason) or (y) the termination of Executive’s employment by the Company for Cause, the Executive
shall not, without the prior written consent of the Board, directly or indirectly hire, recruit, attempt to hire, solicit or assist others
in recruiting or hiring any person who is an executive, employee, contractor or consultant of the Company or subsidiary or affiliate of
the Company (each, a “Restricted Person”) or induce or attempt to induce any such Restricted Person to terminate, cancel
or withdraw his or her employment or business relationship with, or the provision of his or her services to, the Company or subsidiary
or affiliate of the Company or to take employment with, or utilize the services of, another party other than the Company or a subsidiary
or affiliate of the Company, except as is required in connection with his duties and responsibilities to the Company.


 


(d) Cooperation.
The Executive hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates during the Employment Period
and, subject to his other personal and business commitments, any Severance Period, in any litigation, regulatory action or similar proceeding
between the Company, its subsidiaries or affiliates, and third parties.


 


(e) Specific
Performance. The parties agree that the Company shall, in addition to other remedies provided by law, have the right and remedy to
seek to have the provisions of this Section 4 specifically enforced by any court having equity jurisdiction, it being acknowledged
and agreed that any breach or threatened breach by the Executive of the provisions of this Section 4 will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the Company. Nothing contained herein shall be construed
as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery
of damages from the Executive.


 


(f) Non-Disparagement.
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public
forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees,
officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 4(f) does not,
in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement
or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government
agency, provided that such compliance does not exceed that required by the law, regulation or order. The Executive shall promptly provide
written notice of any such order to the Board. The Company agrees and covenants that it shall cause its executive officers and directors
to refrain from making any defamatory or disparaging remarks, comments or statements concerning the Executive to any third parties.


 






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(g) Acknowledgement.
The Executive agrees and acknowledges that (i) as a result of his current and prior employment with the Company, Executive has obtained
and will obtain Confidential Information; (ii) the Company will suffer substantial damage which will be difficult to compute if, during
the Employment Period or thereafter, Executive should divulge or use any Confidential Information; (iii) the scope and period of solicitation
restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the Company and its subsidiaries
and affiliates, and (iv) the obligations and restrictions contained herein are an integral part of the consideration motivating the Company
to enter into this Agreement. It is the intent of the parties that the covenants contained herein will be enforced to the fullest extent
permissible under applicable law. If any particular covenant or portion of these covenants is adjudicated to be invalid or unenforceable,
these covenants will be deemed amended to revise that provision or portion hereof to the minimum extent necessary to render it enforceable.
Such amendment will apply only with respect to the operation of these covenants in the particular jurisdiction in which such adjudication
was made.


 


5. Termination
of Employment Period.


 


(a) Termination
Upon Death. If the Executive dies during the Employment Period, the Employment Period and the Executive’s employment hereunder shall
automatically terminate. The Executive’s designated beneficiaries (or Executive’s estate in the absence of any surviving designated
beneficiary) shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for,
(i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet
paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance
with Section 3(g), (iv) payment for accrued but unused vacation, and (v) Base Salary for the period commencing on the date of termination
and ending on the expiration of the Initial Period or the then-current Extension Period (the “Remaining Contract Period”)
in accordance with Section 3(a). In addition, the Executive’s designated beneficiary or estate shall be entitled to any other rights,
benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company
or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein.


 


(b) Termination
Upon Disability. If the Executive is deemed to have a Disability (as defined below) during the Employment Period, the Employment Period
and the Executive’s employment hereunder may be terminated by the Company, immediately upon written notice to the Executive. The Executive
shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary
through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance
with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g),
and (iv) payment for accrued but unused vacation. The Company shall maintain, at its cost and expense, a disability insurance policy
providing for payment in lieu of compensation for services with coverage customary for similarly situated executive officers. In addition,
the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program,
arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance
or termination payments except as provided herein.


 






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(c) Termination
by the Company for Cause or by the Executive without Good Reason. The Employment Period and the Executive’s employment hereunder may
be terminated by the Company for Cause (as defined below), immediately upon written notice to the Executive, or by the Executive without
Good Reason (as defined below), upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled
to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date
of termination in accordance with Section 3(a), (ii) reimbursement for business expenses properly incurred by the Executive in accordance
with Section 3(g), and (iii) payment for accrued but unused vacation required by law to be paid.


 


(d) Termination
by the Company without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be
terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive
with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive,
and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination
in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement
for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation,
and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and
such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive
complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending
eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition,
the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program,
arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance
or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits
pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue
to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.


 


(e) Termination
Upon a Change in Control. If within twelve (12) months after a Change in Control, the Employment Period and the Executive’s employment
hereunder are terminated by the Company without Cause or by the Executive for Good Reason pursuant to Section 5(d), in lieu of the amounts
due under clause (v) of Section 5(d), subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory
to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the
Executive complying with the covenants set forth in Section 4, the Company shall pay the Executive in cash an amount equal to three (3)
times the then-current annual Base Salary of the Executive, in a lump sum to be paid as soon as practicable following the effective date
of such general release and waiver (but in no event later than thirty (30) days following such date).


 






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(f) Disability.
For purposes of this Agreement, “Disability” shall mean mental or physical impairment or incapacity rendering the Executive
substantially unable to perform his duties under this Agreement for more than 180 days out of any 365-day period during the Employment
Period. A determination of Disability shall be made by the Compensation Committee in its reasonable discretion. Any question as to the
existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified
independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination
in writing.


 


(g) Cause.
For purposes of this Agreement, “Cause” shall occur upon:


 


(i) the
Executive having willfully failed to perform his duties under this Agreement (other than any such failure reasonably related to Executive’s
physical or mental illness);


 


(ii) the
Executive having willfully failed to comply with any valid and legal directive of the Board or the Chief Executive Officer;


 


(iii) the
Executive’s having materially breached or violated any obligation under this Agreement (where “material” shall include, but
not be limited to, a breach of the Executive’s covenants set forth in Section 4), or any other written agreement between the
Executive and the Company, or any of the Company’s written policies or codes of conduct;


 


(iv) the
Executive having willfully exposed the Company to criminal liability substantially caused by the Executive which results in a material
adverse effect on the business, financial condition or results of operations of the Company;


 


(v) the
Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace,
embarrassment, or disrepute;


 


(vi) the
Executive having engaged in dishonesty, illegal conduct, misconduct or gross negligence related to the Executive’s employment with
the Company (where “dishonest” shall include, but not be limited to, Executive’s knowingly or recklessly making a material
misstatement or omission for Executive’s personal benefit);


 


(vii) the
Executive having engaged in embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with
the Company; or


 






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(viii) the
Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony (or state
law equivalent).


 


For purposes of the foregoing,
no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done,
by the Executive with the reasonable belief that the Executive’s action or omission was not in the best interests of the Company.
Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to
the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the
best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the
Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board,
finding that an event described in any of clauses (i)-(viii) above has occurred. Except for such an event which, by its nature, cannot
reasonably be expected to be cured, the Executive shall have twenty (20) business days from the delivery of such resolution by the Company
within which to cure any events constituting Cause. The Company may place the Executive on paid leave for up to sixty (60) days while
it is determining whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not
constitute Good Reason.


 


(h) Good
Reason. For purposes of this Agreement, “Good Reason” shall occur upon:


 


(i) a
material diminution of the Executive’s duties and responsibilities provided in Section 2 (other than temporarily while the Executive is
physically or mentally incapacitated or as required by applicable law), including, without limitation, the removal of the Executive as
the President and Chief Operating Officer of the Company;


 


(ii) a
material increase of Executive’s duties and responsibilities provided in Section 2, of permanent, significant and/or indefinite
duration or anticipated to be of permanent, significant and/or indefinite duration, without a mutually agreed upon material increase in
compensation detailed in Section 3;


 


(iii) a
material reduction of Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially
the same proportions);


 


(iv) a
material breach of this Agreement by the Company;


 


(v) relocation
of the Executive’s primary office location by more than 50 miles from the San Diego, California metropolitan area;


 


(vi) a
material change in the Executive’s reporting relationship from direct reporting to the Chief Executive Officer; or


 






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(vii) the
failure of a successor to all or substantially all of the Company’s business and/or assets to promptly assume and continue the Company’s
obligations under this Agreement, whether contractually or as a matter of law, within fifteen (15) days of such transaction;


 


provided, however,
Good Reason shall only be deemed to occur if the Executive gives the Company notice that an event described in any of clauses (i)-(vi)
above has occurred, and the Company does not cure the event constituting Good Reason within twenty (20) days following such notice.


 


(i) Change
in Control. For purposes of this Agreement, a “Change in Control” shall occur if or upon the occurrence of:


 


(i) any
“person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes, after the Effective Date, a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the combined voting
power of the Company’s outstanding securities eligible to vote for election of directors of the Company;


 


(ii) the
individuals who, as of the Effective Date of this Agreement, are members of the Board (the “Incumbent Board”), cease
for any reason to constitute at least two-thirds of the Incumbent Board; provided, however, that if either the election
of any new director or the nomination for election of any new director was approved by a vote of more than two-thirds of the Incumbent
Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened
“Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of
any agreement intended to avoid or settle any Election Contest or Proxy Contest; or


 


(iii) consummation
of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock or any other similar
corporate event of the Company (a “Business Combination”), in each case, unless following such Business Combination,
(a) all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Company voting stock
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result
of such transaction owns the Company’s stock or all or substantially all of its assets either directly or through one or more subsidiaries)
(the “Surviving Corporation”) and (b) the individuals who were members of the Incumbent Board immediately prior to
the execution of the agreement providing for the Business Combination constitute at least a majority of the members of the Board of Directors
of the relevant Surviving Corporation.


 






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(j) Timing
of Payments and Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code’) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional
tax on the Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted
by Section 409A of the Code. As such, notwithstanding anything to the contrary in this Agreement or elsewhere, if the Executive is a “specified
employee” as determined pursuant to Section 409A (“Section 409A”) of the Code as of the date of his “separation
from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any payment or benefit provided for in this Agreement
or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or
provided in the manner otherwise provided without subjecting the Executive to “additional tax”, interest or penalties under
Section 409A, then any such payment or benefit that is payable during the first six months following his “separation from service”
shall be paid or provided to the Executive in a cash lump-sum, with interest at LIBOR, on the first business day of the seventh calendar
month following the month in which his “separation from service” occurs. If the Executive
dies during the 6-month period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A
of the Code shall be paid to the personal representative of the Executive’s estate within 60 calendar days after the date of the
death. In addition, any payment or benefit due upon a termination of his employment that represents a “deferral of compensation”
within the meaning of Section 409A, to the extent necessary in order to avoid the imposition of any additional tax on the Executive under
Section 409A of the Code, shall only be paid or provided to the Executive upon a “separation from service”. Notwithstanding
anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement that is exempt from Section 409A
pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the
expenses are not incurred, or the benefits are not provided, beyond the last day of his second taxable year following his taxable year
in which the “separation from service” occurs. Finally, for the purposes of this Agreement, amounts payable under this Agreement
shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in
Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans”), including
the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 through A-6. Each payment
under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. With respect to any reimbursement
of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, that constitute “deferral
of compensation” subject to Section 409A, such reimbursement of expenses or provision of in-kind benefits shall be subject to the
following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall
not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any
medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement
of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the
right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Executive and the
Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions as are necessary,
appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under
Section 409A of the Code. In no event will the Company reimburse the Executive for any taxes that may be imposed as result of Section
409A of the Code.


 






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(k) Health
Continuation Coverage. If the Employment Period and Executive’s employment hereunder are terminated pursuant to Sections 5(a),
5(b) or 5(d) and the Executive (or the Executive’s designated beneficiaries or estate) properly and timely elects health continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the
Executive for the monthly COBRA premium paid by the Executive (or the Executive’s designated beneficiaries or estate) for the Executive
and/or the Executive’s dependents until the earlier of (i) the end of the Remaining Contract Period (in the case of a termination
pursuant to Sections 5(a) or 5(b)) or the Severance Period (in the case of termination pursuant to Section 5(d)), (ii) the date Executive
and/or Executive’s dependents are no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the Executive
and/or Executive’s dependents become eligible to receive substantially similar coverage from another employer. Any reimbursement
for COBRA premiums shall be paid to the Executive (or the Executive’s designated beneficiaries or estate) on the first (1st)
business day of the month immediately following the month in which the Executive (or the Executive’s designated beneficiaries or
estate) timely remits the premium payment. Notwithstanding anything herein to the contrary, if the Company’s reimbursement of COBRA premiums
would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”),
or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree
to reform such obligation in a manner as is necessary to comply with the ACA.


 


6. No
Mitigation of Damages; No Offset.


 


In the event the employment
of the Executive under this Agreement is terminated for any reason, the Executive shall not be required to seek other employment so as
to minimize any obligation of the Company to compensate him for any damages he may suffer by reason of such termination. In addition,
except as expressly set forth herein, the Company or any of its subsidiaries or affiliates shall not have a right of offset against any
payments due to the Executive under this Agreement on account of any remuneration the Executive receives from subsequent employment.


 


7. Insurance.


 


The Company agrees to maintain
for the Executive a directors’ and officers’ liability insurance policy not less favorable than any policy that the Company
or any subsidiary or affiliate thereof maintains for its directors and executive officers in general for a period of at least six years
following the termination of the Executive’s employment.


 






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8. Section
280G of the Code.


 


If any payment or benefit
under this Agreement or otherwise (the “Payments”) constitutes an “excess parachute payment” within the
meaning of Section 280G of the Code, which would be subject (in whole or part) to the excise tax imposed under Section 4999 of the Code,
the Payments shall be reduced so that no part of such Payments constitutes an excess parachute payment; provided, however,
that such reduction shall occur if and only if the net after-tax payment to the Executive after the reduction is greater than the net
after-tax payment without such reduction. For purposes of this Section 8, the Executive shall be deemed subject to the highest rate with
respect to any applicable taxes. In their determinations with respect to this Section 8, the Company and the Executive may rely on the
calculations and analysis by a recognized national accounting firm that the Executive shall have the right to appoint from the three choices
amongst such accounting firms provided by the Company. The Company shall name the three national accounting firms for the Executive to
select promptly and without delay. Any fees and expenses charged by such accounting firm with respect to calculations and analysis hereunder
shall be the obligation of and paid by the Company as they come due, promptly and without delay. All other reasonable costs, fees and
expenses with respect to the subject matter described in this Section 8, including those incurred to retain legal counsel for the Executive
shall be borne by the Company.


 


9. No
Conflicting Agreements.


 


As of the date of this Agreement,
the Executive hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken
by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of any other employment or other written
agreement to which he is a party. The Company represents and warrants that it is a corporation duly organized and existing under the laws
of the State of Delaware and that execution and delivery of this Agreement has been duly authorized by all necessary corporate action.


 


10. Assignment.


 


(a) By
the Executive. This Agreement and any obligations hereunder shall not be assigned, pledged, alienated, sold, attached, encumbered
or transferred in any way by the Executive and any attempt to do so shall be void. Notwithstanding the foregoing, the Executive may transfer
his rights and entitlements to compensation and benefits under this Agreement or otherwise pursuant to will, operation of law or in accordance
with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates.


 


(b) By
the Company. Provided the substance of the Executive’s duties set forth in Section 2 shall not change, and provided that the Executive’s
compensation as set forth in Section 3 shall not be adversely affected, the Company may assign or transfer its rights and obligations
under this Agreement, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company
and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law.


 


(c) This
Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive)
and assigns.


 






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11. Arbitration.


 


Any controversy or claim arising
out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in San Diego, California before a panel of
three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining. In any
such arbitration, one arbitrator shall be selected by each of the parties, and the third arbitrator shall be selected by the first two
arbitrators. The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having
jurisdiction thereof. The arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection
with such arbitration; provided, however, that nothing in this Section 11 shall be construed so as to deny the Company the
right and power to seek injunctive relief in a court of equity for any breach or threatened breach of the Executive of any of his covenants
contained in Section 4.


 


12. Notices.


 


All notices, requests, demands
and other communications hereunder must be in writing and shall be deemed to have been duly given (i) when delivered personally to the
party to receive the same, (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, or (iii) when transmitted
by electronic mail, in each case addressed to the party to receive the same at his or its address set forth below, or such other address
as the party to receive the same shall have specified by written notice given in the manner provided for in this Section:


 


	 	If to the Company:	Nuvve Holding Corp.



2468 Historic Decatur
Rd., Suite 200


San Diego, CA 92106,
USA


		Email:	nvvebod@nuvve.com



		Attn:	Board of Directors



 


	 	If to the Executive:	To the most recent home address as indicated in the Company’s records


 


	 	With a copy to:	Graubard Miller


405 Lexington Avenue,
11th Floor


New York, NY 10174


		Email:	dmiller@graubard.co



eschwartz@graubard.com


		Attn:	David Alan Miller, Esq.



Eric Schwartz, Esq.


 


13. Miscellaneous.


 


(a) If
any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable,
such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction
in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered.


 






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(b) No
course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement
shall operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies. No single or partial exercise of any
rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.


 


(c) This
Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart.


 


(d) All
payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under any applicable
Federal, state, or local tax laws. Any such withholding shall be based upon the most recent form W-4 filed by the Executive with the Company,
and the Executive may from time to time revise such filing.


 


(e) This
Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between the parties
regarding the subject matter hereof, but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding
equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and
any indemnification agreement. No change, alteration or modification hereof may be made except in writing signed by both parties hereto.
Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the
party against whom enforcement is being sought. Except as otherwise expressly provided herein, there are no other restrictions or limitations
on the Executive’s activities following termination of employment. The headings in this Agreement are for convenience of reference only
and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof.


 


(f) This
Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the
state of California (disregarding any choice of law rules which might look to the laws of any other jurisdiction).


 


(g) Except
as otherwise expressly set forth in this Agreement, upon the termination or expiration of the Employment Period, the respective rights
and obligations of the parties shall survive such termination or expiration to the extent necessary to carry out the intentions of the
parties as embodied under this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of
the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of the both parties.


 


(h) The
Executive acknowledges and agrees that the Offer Letter is hereby terminated in full, without further liability or obligation of either
party thereunder, other than for salary and bonus accrued and unpaid as of immediately prior to such termination. Nuvve shall be a third
party beneficiary of this Section 13(h).


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Agreement as of the day and year first written above.


 


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


 


	 	/s/ Ted Smith
	 	TED SMITH


 


[Signature Page to Employment Agreement]