Nuvve's Platform And Services

Transaction Summary • • Nuvve is being acquired by Newborn, a publicly listed special purpose acquisition company with $57.5M cash in trust • • • Nuvve pre-money equity value of ~$102M Consideration to Nuvve paid with ~10.2M shares. Transaction includes ~$14M common stock and warrant PIPE at $10.00/share. For every PIPE share purchased, PIPE investors receive 1.9 warrants; each whole warrant exercisable for ½ a common share(4) Pro forma market capitalization of ~$202M; pro forma enterprise value of ~$132M • • Nuvve will own ~53% of the combined company (~61% with earnout) Approximately $66M cash rolls to balance sheet; ~$70M on balance sheet post transaction including $4M in bridge proceeds Nuvve shall be entitled to an earnout of 4 million newly issued shares if Nuvve's CY 2021 revenue exceeds $30M POST TRANSACTION VALUATION ($MM)(1)(2)(3) Shares Outstanding Price Per Share Market Capitalization Plus: Debt Less: Cash Enterprise Value Total SOURCES & USES ($MM) 20.2 Sources $10.00 Cash Remaining in Trust $57.5 $201.9 Nuvve Equity Roll $101.7 $0.0 - PIPE Common $14.3 $70.3 Total $173.4 $131.6 Uses Nuvve Equity Roll $101.7 Fees & Expenses (Estimated) Cash to Balance Sheet Total $5.5 $66.3 $173.4 POST TRANSACTION VALUATION ($MM)(1)(2)(3) Shares % Value (mm's) Newborn Sponsor 1.7 8.6% $0.0 SPAC IPO Investors 6.3 31.3% $0.0 PIPE Investors 1.4 7.1% $0.0 Nuvve Nuvve 10.7 53.0% $0.0 53.0% 20.2 100.0% $0.0 Nuvve w/ Earnout 14.7 60.8% (1) Assumes zero redemptions from SPAC (2) Does not include ~3 million common shares underlying IPO warrants exercisable at $11.50 per share nor 1.3M common shares underlying warrants being offered in this PIPE exercisable at $11.50 per share (3) Does not include 0.3M unit purchase options to the NBAC IPO underwriter (4) Nuvve is also receiving a $4M bridge private placement in a senior secured convertible debenture that will convert into equity immediately prior to closing of the business combination. The bridge investor shall not receive any proceeds from the earnout, if achieved Nuvve Copyright © 2020. All Rights Reserved. 24 Newborn Sponsor 8.6% SPAC IPO Investors 31.3% PIPE Investors 7.1% NUVVE

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