​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Levo Mobility LLC ​ ​ AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 4, 2021 ​ ​ ​ ​ ​ THE UNITS ISSUED UNDER THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER...

Exhibit 10.3

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TABLE OF CONTENTS

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Article I DEFINITIONS1

Article II ORGANIZATIONAL MATTERS23

Section 2.1Formation of the Company; Ratification23

Section 2.2Limited Liability; Limited Liability Company Agreement23

Section 2.3Name23

Section 2.4Purpose23

Section 2.5Registered Office; Registered Agent; Principal Office23

Section 2.6Term24

Section 2.7Restriction on Jurisdiction of Organization; Foreign Qualification24

Section 2.8No State-Law Partnership24

Section 2.9Title to the Assets24

Article III UNITS; CAPITAL CONTRIBUTIONS; REPRESENTATIONS24

Section 3.1Units and Capital Contributions24

Section 3.2Capital Contributions25

Section 3.3Preemptive Rights27

Section 3.4Capital Accounts29

Section 3.5Negative Capital Accounts30

Section 3.6No Withdrawal30

Section 3.7Transfer of Capital Accounts30

Section 3.8Additional Members31

Section 3.9Substituted Members31

Section 3.10Representations and Warranties.31

Section 3.11Incentive Units33

Section 3.12Spouses.35

Article IV DISTRIBUTIONS AND ALLOCATIONS36

Section 4.1Tax Distributions36

Section 4.2Distributions36

Section 4.3Distributions upon a Fundamental Change38

Section 4.4Distributions to Class D Incentive Unit Members.39

Section 4.5Allocations40

Section 4.6Special Allocations40

Section 4.7Tax Allocations42

Section 4.8Withholding and Indemnification for Payments on Behalf of a Member42

Article V MANAGEMENT43

Section 5.1Management of the Company43

Section 5.2Board Composition; Term; Removal; Vacancies43

Section 5.3Board Actions; Meetings45

Section 5.4Actions by Consent45

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Section 5.5Minutes46

Section 5.6Board Observer46

Section 5.7Board Approval Requirement46

Section 5.8Additional Approval Requirements49

Section 5.9Bankruptcy Events50

Section 5.10Committee Membership; Subsidiary Governance50

Section 5.11Officers50

Section 5.12Limitation of Liability; Manager and Officer Insurance51

Section 5.13Enforcement of Affiliate Contracts51

Section 5.14Separateness52

Article VI EXCULPATION AND INDEMNIFICATION; DUTIES; BUSINESS OPPORTUNITIES53

Section 6.1Indemnification53

Section 6.2Liability of Indemnitees54

Section 6.3Duties55

Section 6.4Lack of Authority57

Section 6.5Business Opportunities57

Section 6.6Conflicts of Interest60

Section 6.7Other Business of Independent Manager.61

Article VII BOOKS, RECORDS, ACCOUNTING AND REPORTS; INSPECTION62

Section 7.1Records and Accounting62

Section 7.2Information Rights; Reports62

Section 7.3Inspection by Members63

Section 7.4Public Disclosure64

Article VIII TAX MATTERS64

Section 8.1Preparation of Tax Returns64

Section 8.2Tax Elections64

Section 8.3Tax Controversies65

Section 8.483(b) Elections.65

Article IX UNIT TRANSFERS; OTHER EVENTS65

Section 9.1Transfer Restrictions65

Section 9.2Effect of Transfer66

Section 9.3Additional Restrictions on Transfer67

Section 9.4Transfer Fees and Expenses67

Section 9.5No Appraisal Rights67

Section 9.6Transfer Closing Date67

Section 9.7Tag-Along Rights67

Section 9.8Right of First Offer70

Section 9.9Drag-Along Rights71

Section 9.10Blocker Corporation Sale71

Section 9.11Forfeiture and Repurchase Rights71

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Article X DISSOLUTION AND LIQUIDATION73

Section 10.1Dissolution73

Section 10.2Liquidation and Termination73

Section 10.3Cancellation of Certificate74

Section 10.4Reasonable Time for Winding Up74

Section 10.5Return of Capital74

Section 10.6▇▇▇▇-▇▇▇▇▇-Rodino74

Article XI REDEMPTION AND EXIT PROVISIONS74

Section 11.1Redemption of Class B Preferred Units74

Section 11.2Monetization Sale75

Section 11.3IPO; Conversion to a Corporation79

Article XII MISCELLANEOUS PROVISIONS82

Section 12.1Addresses and Notices82

Section 12.2Confidentiality82

Section 12.3Fees and Expenses83

Section 12.4Amendments84

Section 12.5Remedies84

Section 12.6Successors and Assigns85

Section 12.7Severability85

Section 12.8Counterparts; Binding Agreement85

Section 12.9Creditors85

Section 12.10No Waiver85

Section 12.11Further Action86

Section 12.12No Offset Against Amounts Payable86

Section 12.13Entire Agreement86

Section 12.14Governing Law86

Section 12.15Consent to Jurisdiction; Waiver of Trial by Jury86

Section 12.16Construction; Interpretation87

Section 12.17No Third Party Beneficiaries87

Section 12.18Time is of the Essence88

Section 12.19No Recourse88

Section 12.20Termination of Employment Arrangements.88

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SCHEDULES

Schedule of Members

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EXHIBITS

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Exhibit A Initial Budget

Exhibit BQualified Opportunities

Exhibit C Incentive Unit Award Agreement (Form)

Exhibit D Spousal Consent

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Levo Mobility LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Levo Mobility LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 4, 2021 (the “Execution Date”), by and among Nuvve Corporation, a Delaware corporation (“Nuvve”), Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”).

WHEREAS, the Company was formed as a limited liability company in accordance with the Delaware Act on July 15, 2021;

WHEREAS, the Company and Nuvve are parties to that certain Limited Liability Agreement of the Company, dated as of July 15, 2021 (the “Original LLC Agreement”);

WHEREAS, each of Stonepeak and Evolve agreed to make certain Capital Contributions in cash to the Company in exchange for certain Class B Preferred Units and the Class C Common Units, in each case in accordance with the terms of this Agreement;

WHEREAS, each of Stonepeak and Evolve agree to make Capital Contributions from time to time in cash to the Company in exchange for additional Class B Preferred Units in accordance with the terms of this Agreement; and

WHEREAS, as a condition to, and in connection with, each of Stonepeak and Evolve agreeing to make certain Capital Contributions, the Company and the Members desire to enter into the mutual covenants and agreements set forth in this Agreement and to amend and restate the Original LLC Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members, intending to be legally bound, hereby agree as follows:

Capitalized terms used but not otherwise defined herein shall have the following meanings:

“Accepted Opportunity” has the meaning set forth in Section 6.5(b).

“Accredited Investor” has the meaning set forth in Regulation D promulgated under the Securities Act.

“Additional Member” means a Person admitted to the Company as a Member pursuant to Section 3.8.

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“Adjusted Capital Account Deficit” with respect to any Capital Account as of the end of any Taxable Year means the amount by which the balance in such Capital Account is less than zero. For this purpose, such Person’s Capital Account balance shall be (a) reduced for any items described in Treasury Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5), and (6), and (b) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulations Sections 1.704-l(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For the purposes of this Agreement, (a) none of Stonepeak, Evolve or their respective Affiliates shall be deemed to be an “Affiliate” of Nuvve Parent, Nuvve or any of their respective Affiliates or minority owned subsidiaries by virtue of their ownership of Units, (b) none of Stonepeak, Evolve or their respective Affiliates shall be deemed to be an “Affiliate” of the Company or its Subsidiaries or minority owned subsidiaries and (c) Nuvve Parent, Nuvve and their respective Affiliates shall each be deemed an “Affiliate” of the Company.

“Affiliate Contract” means any contract, agreement or arrangement between the Company (or any of its Subsidiaries), on the one hand, and any Affiliate of the Company, any Member or Affiliate of any Member or any of the Company’s or its Affiliates’ Officers, Managers or directors (each an “Affiliated Counterparty”), on the other hand, including and as applicable, the Transaction Documents (excluding the Board Rights Agreement and the Initial Signing Documents).

“Aggregate Upsized Commitment Amount” has the meaning set forth in Section 3.2(c).

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Annual Budget” means (a) with respect to the period from the Execution Date until December 31, 2021, the Initial Budget and (b) with respect to each Fiscal Year following the Fiscal Year ended December 31, 2021, the annual budget prepared for the Company and its Subsidiaries by the Service Provider and approved by the Board acting with Special Approval in accordance with the terms of this Agreement. In the event, however, of a failure to adopt a new Annual Budget in accordance with this Agreement by the first (1st) day of the applicable Fiscal Year, the most recent Annual Budget previously approved, subject to an increase to the operating expenses in the then applicable Annual Budget in the aggregate equal to the percentage increase, if any, in the consumer price index (CPI-U) from the effective date of such Annual Budget most recently previously approved by the Board until the first (1st) day of such Fiscal Year, shall continue unless and until a new Annual Budget is approved in accordance with this Agreement; provided that such default budget shall only include those capital expenditures for capital projects previously approved by the Board.

“Annual Statements” has the meaning set forth in Section 7.2(a).

“Available Cash” means, as of any relevant time of determination, an amount equal to (a) all cash of the Company and its Subsidiaries, minus (b) an amount determined by the Board in good faith that is, for the six-month period following such time of determination, required to be

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retained to meet any liabilities or proposed expenditures of the Company and its Subsidiaries that are (i) accrued or reasonably foreseeable, including in accordance with any Annual Budget or (ii) otherwise reasonably necessary to be retained, including, for the avoidance of doubt, (A) liabilities or proposed expenditures with respect to Preferred Distributions, (B) following the occurrence of a Redemption Event or in anticipation of a reasonably foreseeable Redemption Event, redemptions of the Class B Preferred Units in accordance with this Agreement, and (C) debt service, if any.

“Available Securities” has the meaning set forth in Section 3.3(c).

“Award Agreement” means any grant agreement that the Company enters into with respect to the issuance of Class D Incentive Units.

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“Award Date” means, with respect to any Class D Incentive Unit, the date on which the vesting period for such Class D Incentive Unit begins, whether pursuant to the terms of this Agreement, an Award Agreement or otherwise.

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“Bad Leaver Termination” has the meaning set forth in Section 9.11..

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“Bankruptcy Event” with respect to the Company or any of its Subsidiaries means (a) commencement of any case, proceeding or other voluntary action seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, arrangement, adjustment, winding-up, reorganization, dissolution, composition under any Bankruptcy Law or other relief with respect to it or its debts; (b) applying for, or consent or acquiesce to, the appointment of, a receiver, administrator, administrative receiver, liquidator, sequestrator, trustee or other official with similar powers for itself or any substantial part of its assets; (c) making a general assignment for the benefit of its creditors; (d) commencement of any involuntary case seeking liquidation or reorganization under any Bankruptcy Law, or seeking issuance of a warrant of attachment, execution or distraint, or commencement of any similar proceedings against the Company under any other applicable law and (i) consent to the institution of the involuntary case against it, (ii) the petition commencing the involuntary case is not timely controverted, (iii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing, (iv) an interim trustee is appointed to take possession of all or a portion of the property, or to operate all or any part of the business of the Company or any of its Subsidiaries and such appointment is not vacated within sixty (60) days, or (v) an order for relief shall have been issued or entered therein; (e) entry of a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, administrator, administrative receiver, liquidator, sequestrator, trustee or other official having similar powers, over the Company or all or a part of its property; (f) the granting of any other similar relief under any applicable Bankruptcy Law, filing a petition or consent or shall otherwise institute any similar proceeding under any other applicable law, or taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of the acts set forth above in this definition; (g) the Company taking any form of corporate action to be liquidated or dissolved; or (h) admitting in writing its inability to pay its debts as they become due.

“Bankruptcy Law” means title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq. or any similar federal or state law.

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“Base Preferred Return Amount” for each Class B Preferred Unit, as of any relevant time of determination, means an amount required to be paid with respect to such Class B Preferred Unit to cause the applicable Class B Preferred Member to receive Total Distributions sufficient to achieve the greater of (i) a twelve and a half percent (12.5%) IRR and (ii) a 1.55x MOIC.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have corresponding meanings. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, a series of related transactions contemplated thereby.

“Blocker Corporation” means a special purpose Person that is classified as a corporation for U.S. federal income tax purposes that is an Affiliate of Stonepeak (or any Transferee of Stonepeak) and directly or indirectly owns Units.

“Board” has the meaning set forth in Section 5.1.

“Board Observer” has the meaning set forth in Section 5.6.

“Board Rights Agreement” means that certain Board Rights Agreement, dated as of the Execution Date, by and between Stonepeak and Nuvve Parent.

“Book Value” with respect to any asset of the Company means the asset’s adjusted basis for federal income tax purposes, except that the Book Value of all assets of the Company may be adjusted to equal their respective Fair Market Values, in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) immediately prior to: (a) the date of the acquisition of any additional Units by any new or existing Member in exchange for more than a de minimis amount of cash or contributed property or as consideration for the provision of more than a de minimis amount of services; (b) the date of the distribution of more than a de minimis amount of cash or property of the Company to a Member; (c) the date a Unit is relinquished to the Company or (d) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)(1). Adjustments pursuant to clauses (a), (b) and (c) above shall be made, however, only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members. The Book Value of any asset contributed (or deemed contributed for tax purposes) by a Member to the Company will be the Fair Market Value of the asset at the date of its contribution thereto. If the Book Value of an asset has been determined or adjusted pursuant to the above, such Book Value will thereafter be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the definitions of “Profits” and “Losses” rather than the amount of depreciation, depletion and amortization for U.S. federal income tax purposes.

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“Business” means the business of (a) acquiring, owning, selling, leasing, developing and managing electric buses, vehicles, transportation assets, and related charging infrastructure and ancillary assets, in each case, that are provided to third parties that are utilizing financing, leasing or other similar arrangements in respect of such assets and (b) participating in or otherwise providing equity, debt or other financing to any entity or other person engaged in the businesses described in the foregoing clause (a).

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York, New York.

“Business Opportunities” has the meaning set forth Section 6.5(a).

“Buyer” has the meaning set forth in Section 3.3(a).

“Capital Account” means the capital account maintained for a Member pursuant to Section 3.4.

“Capital Contributions” means the aggregate dollar amounts of any cash, cash equivalents, promissory obligations (but only to the extent issued and repaid prior to the applicable date of determination), or the Fair Market Value (at the time of such contribution or deemed contribution) of other property which a Member contributes or is deemed to have contributed to the Company with respect to any Unit pursuant to Section 3.1.

“Cause” has the meaning set forth in the applicable Award Agreement.

“Certificate of Formation” means the Company’s Certificate of Formation as filed with the Secretary of State of Delaware, as the same may be amended.

“Change of Control” means (a) a sale of all or substantially all of the outstanding Units, or (b) a single transaction or series of related transactions in which all or substantially all of the assets of the Company are sold, leased or otherwise disposed of.

“Class A Common Member” means any Member holding Class A Common Units.

“Class A Common Unit” means a Unit in the Company designated as a “Class A Common Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class A Common Unit in this Agreement.

“Class B Offered Interests” has the meaning set forth in Section 9.7(b).

“Class B Preferred Member” means any Member holding Class B Preferred Units.

“Class B Preferred Proportional Share” means, as of any relevant time of determination with respect to each Class B Preferred Member, as applicable, the quotient equal to (a) the total number of Class B Preferred Units held by such Class B Preferred Member as of such time, divided by (b) the total number of Class B Preferred Units held by all Class B Preferred Members as of such time.

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“Class B Preferred Unit” means a Unit in the Company designated as a “Class B Preferred Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class B Preferred Unit in this Agreement.

“Class B Proposed Third-Party Sale” has the meaning set forth in Section 9.7(b).

“Class B Representative” means a Person selected by a majority of the Class B Preferred Units (voting as a class), which shall initially be Stonepeak; provided, that so long as Stonepeak holds any Class B Preferred Units, the Class B Representative shall be a Person selected by Stonepeak.

“Class B Selling Member” has the meaning set forth in Section 9.7(b).

“Class B Tag-Along Member” has the meaning set forth in Section 9.7(b).

“Class B Tag-Along Right” has the meaning set forth in Section 9.7(b).

“Class B Tag-Along Units” has the meaning set forth in Section 9.7(b).

“Class C Common Member” means any Member holding Class C Common Units.

“Class C Common Unit” means a Unit in the Company designated as a “Class C Common Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class C Common Unit in this Agreement.

“Class D Incentive Unit” means a Unit representing a profits interest in the Company issued in accordance with Section 3.11 of this Agreement. Class D Incentive Units are not Common Units or Class B Preferred Units.

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“Class D Incentive Unit Member” means any Member holding Class D Incentive Units. To the extent a Member holds Common Units and one or more series of Class D Incentive Units, such Member will be treated as a Class D Incentive Unit Member only with respect to the Class D Incentive Units held thereby.

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“Clawback Notice” has the meaning set forth in Section 9.11(g).

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“Clawback Party” has the meaning set forth in Section 9.11(g).

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“Clawback Payment” has the meaning set forth in Section 9.11(g).

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“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Amount” means, with respect to each Class B Preferred Member, the amount set forth opposite its name on the Schedule of Members attached hereto under the heading

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“Commitment Amount,” as such amount may be reduced or increased in accordance with this Agreement including pursuant to Section 3.2(c).

“Commitment Period” means the period beginning on the Execution Date and ending on the earliest to occur of (unless waived, in whole or in part, in writing by the Class B Representative): (a) the third (3rd) anniversary of the Execution Date; provided, that clause (a) shall be extended to (i) the fourth (4th) anniversary of the Execution Date if the Company has entered into contracts in accordance with this Agreement (including, for the avoidance of doubt, with Special Approval) with third parties to spend at least two hundred and fifty million dollars ($250,000,000) in aggregate of capital expenditures or (ii) such other date as may be determined from time to time by the Class B Representative in its sole discretion, (b) the occurrence of a Monetization Event or (c) the occurrence of a Bankruptcy Event.

“Commitment Ratio” means, with respect to each Class B Preferred Member, the ratio equal to (a) such Class B Preferred Member’s Commitment Amount divided by (b) the sum of the aggregate Commitment Amounts of all Class B Preferred Members; provided, however, for purposes of this definition, no Member’s Commitment Amount (nor the sum of all Commitment Amounts of all Class B Preferred Members) shall include any Aggregate Upsized Commitment Amount until such time as the Class B Preferred Member exercises its right in accordance with Section 3.2(c).

“Common Member” means any Class A Common Member or Class C Common Member.

“Common Units” means the Class A Common Units and Class C Common Units it being understood that in no instance shall any Class D Incentive Unit be designated by the Board as a Common Unit).

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Minimum Gain” has the meaning given to the term “partnership minimum gain” in Treasury Regulations Section 1.704-2(b)(2) and the amount of which shall be determined in accordance with the principles of Treasury Regulations Section 1.704-2(d).

“Competitor” means any Person that directly engages in activities similar to the Business or directly or indirectly engages in business activities similar to those engaged in by Nuvve Parent; provided, that no private equity or similar investment fund shall be deemed to engage in activities similar to the Business or business activities similar to those engaged in by Nuvve Parent by virtue of any such fund’s ownership or Control of portfolio companies or individual investments.

“Confidential Information” has the meaning set forth in Section 12.2.

“Consideration Period” has the meaning set forth in Section 6.5(b).

“Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities or other ownership interests, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

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“Covenant Breach” has the meaning set forth in Section 9.11(c).

“D-Eligible Distribution” has the meaning set forth in Section 4.4(a).

“Debt Securities” means any bonds, debentures, notes, or other similar evidences of Indebtedness of the Company or its Subsidiaries commonly known as “securities,” secured or unsecured, subordinated or otherwise, or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. Notwithstanding the foregoing, any such securities that also constitute Equity Securities shall not be considered Debt Securities.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as it may be amended from time to time, and any successor to the Delaware Act.

“Distribution” means each distribution made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution, redemption, repurchase or otherwise.

“Distribution Failure” means a failure by the Company to pay a Preferred Distribution or a Preferred PIK Distribution with respect to any Class B Preferred Unit in full in cash or as an accrual to the Liquidation Preference, as applicable, within ten (10) days after the applicable Payment Date. A Distribution Failure shall be deemed to occur each time that any such failure to make such payment occurs, whether or not a prior Distribution Failure is then continuing.

“Dragging Member” has the meaning set forth in Section 9.9.

“DSA” means (a) that certain Development Services Agreement, dated as of the Execution Date, by and between the Company and Nuvve Parent, as may be amended or restated in accordance with its terms or (b) any similar agreement or arrangement entered into in replacement thereof as approved by the Board acting with Special Approval after the Execution Date.

“Employer” has the meaning set forth in Section 3.11(a).

“Employment Agreement” means, with respect to any Class D Incentive Unit Member (or Transferee thereof), at the time of determination, the then-effective employment agreement, if any, entered into between the Employer and such current or former Class D Incentive Unit Member.

“Equity Securities” means: (a) Units or other equity interests in the Company or its Subsidiaries; (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or its Subsidiaries; and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or its Subsidiaries.

“Escrow Agent” means Iron Mountain Intellectual Property Management, Inc. and any successor third party providing escrow services to the Parties.

“Evolve” means Evolve Transition Infrastructure LP, a Delaware limited partnership.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” has the meaning set forth in the preamble to this Agreement.

“Exempted Business Opportunities” has the meaning set forth Section 6.5(a).

“Fair Market Value” with respect to any asset or equity interest means its fair market value determined by the Board acting with Special Approval in accordance with Section 5.7(xxii).

“Fair Value” with respect to any Class D Incentive Unit means the amount, as determined by the Board acting with Special Approval, that a Class D Incentive Unit Member (or his, her or its Transferee) would receive in respect of such Class D Incentive Unit pursuant to this Agreement, if the assets of the Company and its Affiliates were sold for Fair Market Value and the outstanding debt of the Company and its Affiliates were satisfied and the transaction proceeds (net of a reasonable estimate of fees and expenses that would be incurred in connection with such sale) were distributed in accordance with the terms set forth in Article IV of this Agreement.

“First Management Threshold Target” means for each Class B Preferred Unit, as of any relevant time of determination, an amount required to be paid with respect to such Class B Preferred Unit to cause the applicable Class B Preferred Member to receive Total Distributions sufficient to achieve the greater of (a) an eight percent (8.0%) IRR and (b) a 1.0x MOIC.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting period as may be established by the Board acting with Special Approval.

“Fiscal Year” means the calendar year ending on December 31, or such other annual accounting period as may be established by the Board acting with Special Approval.

“Fully Exercising Preemptive Rights Holder” has the meaning set forth in Section 3.3(c).

“Fundamental Change” means: (a) a Nuvve Change of Control or a Nuvve Parent Change of Control; (b) any event after giving effect to which (i) any Person(s) (other than Nuvve Parent or its Affiliates) is entitled to receive directly or indirectly, or Nuvve Parent ceases to be entitled to receive, directly or indirectly through its Affiliates, more than fifty percent (50%) of the economic interest of the Common Units or (ii) Nuvve Parent does not, directly or indirectly, have the right to designate a majority of the Board; (c) the sale, exchange, lease or other disposition or transfer in a single transaction or series of related transactions of all or substantially all of the assets of the Company or its Subsidiaries; (d) any merger, reorganization, recapitalization, reclassification, consolidation or other change involving the Company or any other event pursuant to which the Class B Preferred Units are altered, exchanged or become entitled to receive consideration other than the Preferred Redemption Price in cash in connection therewith; (e) any Transfer by Nuvve or its Permitted Transferees of any of their Class A Common Units, other than Transfers permitted by, or otherwise made in accordance with, this Agreement; (f) any Bankruptcy Event of the Company; or (g) an initial public offering or direct listing of the Company, its Subsidiaries or of any Person that owns directly or indirectly fifty percent (50%) or more of the economic interest of the Class A Common Units (other than Nuvve Parent or its Affiliates).

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“GAAP” means United States generally accepted accounting principles, consistently applied and as in effect from time to time.

“Governing Documents” means this Agreement and the Certificate of Formation.

“Governmental Entity” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government including any taxing authority.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended from time to time.

“Indebtedness” with respect to the Company or any of its Subsidiaries means: (a) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money (including interest and prepayment penalties or obligations); (b) obligations evidenced by any note, bond, debenture or similar instrument; (c) obligations for the deferred purchase price for a company, business, or other property or services (excluding ordinary course trade payables and accrued expenses); (d) indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by the Company or any of its Subsidiaries (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (e) obligations by which the Company or any of its Subsidiaries assures a creditor against loss (including contingent reimbursement liabilities with respect to letters of credit); (f) capital lease obligations; (g) obligations, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities; (h) except with respect to the Company’s obligations contained in this Agreement, obligations of the Company or any of its Subsidiaries, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Equity Securities; (i) indebtedness secured by any lien on property owned by the Company or any of its Subsidiaries, whether or not such Person has assumed or become liable for the payment of such obligation; and (j) any guarantee of indebtedness in any manner by the Company or any of its Subsidiaries (including guarantees in the form of an agreement to repurchase or reimburse).

“Indemnitee” means (a) any Member or (b) any Person who is or was a Manager, Independent Manager, Officer, fiduciary, trustee, or managing member of the Company or a Member.

“Independent Manager” means a natural Person (a) retained through a nationally recognized independent director service mutually agreed to by Nuvve and Stonepeak, (b) who is duly appointed or elected in accordance with this Agreement as an Independent Manager or equivalent, and (c) who is not, shall not have been at any time during the preceding five (5) years, and during the continuation of his or her service as an Independent Manager shall not become: (i) a member, partner, shareholder, manager, officer (other than an Independent Manager), employee or attorney of the Company, an Affiliate of the Company or their respective equityholders; (ii) a customer, creditor, supplier or service provider (including provider of professional services) to, or other Person who purchases or derives its revenues from, the Company or any Affiliate thereof (other than a company that provides professional independent managers and other similar services to the Company or an Affiliate thereof in the ordinary course of its business); (iii) a Person that

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Controls (whether directly, indirectly or otherwise) or is under common Control with any Person described in clause (i) or (ii) above; or (iv) a member of the immediate family or other close relative of any Person described in clause (i), (ii) or (iii) above. To the extent possible, such Person shall have prior experience serving as an independent manager, independent director, independent member, or equivalent for a bankruptcy remote entity in the electric vehicle or renewables industries.

“Initial Budget” means the initial budget of the Company and its Subsidiaries for the period from the Execution Date until December 31, 2021, attached hereto as Exhibit A.

“Initial Signing Documents” means, collectively, (i) the Letter Agreement, (ii) the Nuvve Parent Warrants, (iii) the Registration Rights Agreement, and (iv) the Securities Purchase Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IP Escrow Agreement” means that certain Three Party Escrow Agreement, dated as of the Execution Date, by and among Nuvve Parent, Escrow Agent, and the Company.

“IP License Agreement” means that certain Intellectual Property License and Escrow Agreement, dated as of the Execution Date, by and among Nuvve Parent, Escrow Agent, and the Company.

“IPO” means any firm commitment underwritten offering of equity interests on a Recognized Stock Exchange of any IPO Issuer (including any such offering of equity interests on a secondary basis) to the public pursuant to an effective registration statement under the Securities Act or a direct listing of equity interests of any IPO Issuer on a Recognized Stock Exchange.

“IPO Issuer” has the meaning set forth in Section 11.3(b).

“IRR” means, with respect to each Class B Preferred Unit, as of the relevant time of determination, an actual annual pre-tax return of the specified percentage, compounded annually, on the aggregate Capital Contributions attributable to such Class B Preferred Unit. IRR with respect to each Class B Preferred Unit shall be calculated (a) assuming (i) the Capital Contribution in respect of such Class B Preferred Unit was paid on the date it was funded and (ii) all relevant Distributions (other than Tax Distributions with respect to such Class B Preferred Unit under Section 4.1) in respect of such Class B Preferred Unit pursuant to Section 4.2 have been made on the date actually paid by the Company; and (b) using the XIRR function in the most recent version of Microsoft Excel (or if such program is no longer available, such other software program for calculating IRR determined by the Board acting with Special Approval in good faith).

“Key Employee” at any given time means an employee of the Company that (a) holds the title of Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer (or such other similar titles) or (b) has an annual salary of at least one hundred thousand dollars ($100,000).

“Letter Agreement” means that certain Letter Agreement, dated as of May 17, 2021, by and among Stonepeak, Evolve, and Nuvve Parent.

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“Liabilities” means, as to any Person, all liabilities and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP.

“Lien” means, with respect to any property or assets, any right or interest to such property or assets of a creditor to secure Liabilities owed to it or any other arrangement with such creditor that provides for the payment of such Liabilities out of such property or assets or that allows such creditor to have such Liabilities satisfied out of such property or assets prior to the general creditors of any owner of such property or assets, including any lien, mortgage, Equity Securities, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent to the foregoing interests, tax lien (other than a lien for taxes that are not yet due and payable), mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any right of offset that arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration of a pledge (such as with a lender of uncertificated securities), or any other arrangement or action that would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists.

“Liquidation Preference” means, with respect to each Class B Preferred Unit as of the relevant time of determination, an amount equal to (a) one thousand dollars ($1,000) plus (b) all Unpaid Amounts with respect to such Class B Preferred Unit as of such time, minus (c) all Distributions paid in cash with respect to such Class B Preferred Unit pursuant to Section 4.2(a)(iii) as of such time.

“LLCA Breach” has the meaning set forth in Section 9.11(c).

“Manager” has the meaning set forth in Section 5.1.

“Member” means each of the Persons listed on the Schedule of Members attached hereto, and any Person admitted to the Company as a Substituted Member or Additional Member, but only so long as such Person is the owner of one or more Units, each in such Person’s capacity as a member of the Company.

“Member Nonrecourse Debt” has the meaning given to the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning given to the term “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” means any and all items of loss, deduction, expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulations Section 1.704-2(i), are attributable to Member Nonrecourse Debt.

“MOIC” means, as of any relevant time of determination and with respect to any Unit, a multiple on invested capital which shall be an amount equal to (a) Total Distributions with respect

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to such Unit divided by (b) the aggregate amount of Capital Contributions made with respect to such Unit as of such time.

“Monetization Event” means the consummation of an IPO or Monetization Sale.

“Monetization Sale” means (a) a consolidation, merger or other similar business combination of the Company with or into any other Person, after giving effect to which (i) the Members or their respective Affiliates (excluding any limited partners or portfolio companies thereof) immediately preceding such consolidation, merger or other similar business combination do not hold equity interests representing the right to receive a majority of the distributions of the Person surviving or resulting from such consolidation, merger or other similar business combination or (ii) the holders of the equity interests of the Company immediately prior to such transaction (excluding any limited partners or portfolio companies thereof) will no longer have the right to designate a majority of the Board or similar governing body of the Company or surviving entity, (b) a sale of all or substantially all of the outstanding Units or all or substantially all of the Class B Preferred Units, or (c) a single transaction or series of related transactions in which all or substantially all of the assets of the Company are sold, leased or otherwise disposed of.

“Non-Compete Period” has the meaning set forth in Section 6.5(c).

“Non-Fully Exercising Preemptive Rights Holder” has the meaning set forth in Section 3.3(c).

“Non-Funded Interests” has the meaning set forth in Section 3.2(f).

“Non-Funding Member” has the meaning set forth in Section 3.2(b).

“Nonrecourse Liability” has the meaning given to such term in Treasury Regulations Section 1.704-2(b)(3).

“Notice Period” has the meaning set forth in Section 9.7(e).

“Nuvve” means Nuvve Corporation, a Delaware corporation.

“Nuvve Change of Control” means the occurrence of any sale, exchange, lease or other disposition or transfer, in a single transaction or series of related transactions and however structured, including by way of any consolidation, conversion, merger or other similar business combination of any nature, following which the Permitted Persons, in the aggregate, (i) cease to be the beneficial owner, directly or indirectly, of at least fifty percent (50%) of the equity interests of Nuvve (or any surviving entity), or (ii) cease to own equity interests in Nuvve (or any surviving entity) that enable the Permitted Persons, in the aggregate, to elect a majority of the board of directors or similar governing body of Nuvve (or such surviving entity).

“Nuvve Manager” has the meaning set forth in Section 5.2(a).

“Nuvve Offered Interests” has the meaning set forth in Section 9.7(a).

“Nuvve Parent” means Nuvve Holding Corp., a Delaware corporation.

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“Nuvve Parent Change of Control” means the occurrence of any of the following: (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Nuvve Parent and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)); (b) the adoption of a plan relating to the liquidation or dissolution of Nuvve Parent; or (c) the consummation of any transaction (including any merger or consolidation), the result of which is that any Person (including any “person” (as defined above)), becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the Voting Stock of the Company, measured by voting power rather than number of shares, units or the like.

“Nuvve Parent Shares” means the shares of common stock, par value $0.0001 per share, of Nuvve Parent.

“Nuvve Parent Warrants” means those certain Series B Warrants, Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants, in each case, dated as of May 17, 2021.

“Nuvve Proposed Third-Party Sale” has the meaning set forth in Section 9.7(a).

“Nuvve Selling Member” has the meaning set forth in Section 9.7(a).

“Nuvve Tag-Along Member” has the meaning set forth in Section 9.7(a).

“Nuvve Tag-Along Right” has the meaning set forth in Section 9.7(a).

“Nuvve Tag-Along Units” has the meaning set forth in Section 9.7(a).

“Offered Interests” means the Nuvve Offered Interests or the Class B Offered Interests, as applicable.

“Officers” means each Person designated as an officer of the Company to whom authority and duties have been delegated pursuant to Section 5.11, subject to any resolution of the Board appointing or removing such Person as an officer or relating to such appointment or such delegation of authority or duties.

“Original LLC Agreement” has the meaning set forth in the recitals to this Agreement.

“Other Investments” has the meaning set forth in Section 6.6(a)(i).

“Parent Letter Agreement” means that certain Parent Letter Agreement, dated as of the Execution Date, by and among Stonepeak, the Company and Nuvve Parent.

“Participating Members” has the meaning set forth in Section 11.2(f).

“Partnership Representative” means the “partnership representative” as defined in Section 6223 of the Code.

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“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state and local tax laws.

“Party” or “Parties” means the Company, each Member, and each Additional Member (if any), individually and collectively, respectively.

“Payment Date” means, with respect to each Fiscal Quarter, as applicable, the date that is ten (10) Business Days following the end of such Fiscal Quarter (or if such date is on a day that is not a Business Day, the next Business Day immediately following such date).

“Permanent Disability” has the meaning set forth in the applicable Award Agreement.

“Permitted Beneficiary” means, with respect to any Ultimate Employee, such Ultimate Employee’s (a) spouse (or ex-spouse) and lineal descendants thereof (including by adoption), (b) lineal descendants (including by adoption) and spouses thereof, (c) siblings (including by adoption), spouses thereof and lineal descendants thereof (including by adoption) and (d) spouse’s siblings (including by adoption), spouses thereof and lineal descendants thereof (including by adoption).

“Permitted Estate Planning Transfer” means any direct or indirect Transfer of Class D Incentive Units: (a) occurring as a result of the death of a Class D Incentive Unit Member (whether any such Transfer is by will or intestacy or pursuant to the terms of the governance agreements of such Class D Incentive Unit Member) or (b) to a Trust or Permitted Beneficiary of the Class D Incentive Unit Member during their respective lifetimes for bona fide estate planning purposes so long as, after giving effect to such Transfer described in this clause (b), the applicable Class D Incentive Unit Member still Control their respective interests in the Trust during their respective lifetimes.

“Permitted Persons” means Nuvve Parent and its Affiliates.

“Permitted Transfer” means any Transfer to a Permitted Transferee.

“Permitted Transferee” with respect to any Member means: (a) any of such Member’s (other than the Class D Incentive Unit Member’s) Affiliates and (b) any Transferee in connection with a Monetization Event.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

“PIPE Commitment” means that certain commitment to purchase Nuvve Parent Shares pursuant to the Securities Purchase Agreement.

“Preemptive Rights Holder” has the meaning set forth in Section 3.3(a).

“Preemptive Rights Notice” has the meaning set forth in Section 3.3(a).

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“Preferred Distribution” means, with respect to each Class B Preferred Unit held by the applicable Class B Preferred Member, an amount equal to the product of (a)(i) the then-applicable Preferred Distribution Rate divided by (ii) four (4), multiplied by (b) the Liquidation Preference for such Class B Preferred Unit as of the end of the immediately preceding Fiscal Quarter.

“Preferred Distribution Rate” means eight percent (8.0%) per annum, compounded on the last day of each Fiscal Quarter. Notwithstanding the foregoing, upon the occurrence of a Distribution Failure, the Preferred Distribution Rate shall increase to an annual rate of nine percent (9.0%), accruing from the first (1st) day after the end of the Fiscal Quarter with respect to which such Distribution Failure occurs and if such Distribution Failure is a result of a second (2nd) Distribution not being paid in full, the Preferred Distribution Rate shall increase to an annual rate of ten percent (10.0%). If such Distribution Failure is cured and all unpaid Distributions that are due and payable as of such date have been paid in full, the annual rate will revert to eight percent (8.0%), accruing from the first (1st) day after the date on which such Distribution Failure is cured and subject to increase in the event another Distribution Failure occurs in the future.

“Preferred PIK Distribution” has the meaning set forth in Section 4.2(c).

“Preferred PIK Period” means the period beginning on the Execution Date and ending upon the end of the first (1st) full twelve (12) Fiscal Quarters following the date on which the Class B Preferred Members have made aggregate Capital Contributions of at least fifty million dollars ($50,000,000) in cash with respect to the aggregate Commitment Amount.

“Preferred Redemption Price” means, as of any relevant time of determination with respect to each Class B Preferred Unit, an amount equal to the greater of (a) the Liquidation Preference of such Class B Preferred Unit and (b) the applicable Base Preferred Return Amount of such Class B Preferred Unit.

“Preferred to Value Ratio” means, as of any relevant time of determination, the ratio equal to (a) the sum of (i) the existing Indebtedness of the Company and any of its Subsidiaries, plus (ii) the aggregate Liquidation Preference of the issued and outstanding Class B Preferred Units, divided by (b) the net present value, discounted at eight percent (8.0%) per annum, of the forecasted future net contracted cash flows expected to accrue to the Company and its Subsidiaries, as determined by the Board in good faith. The Preferred to Value Ratio shall be calculated pro forma for the subject Distribution pursuant to Section 4.2.

“Prime Rate” means, as of any relevant time of determination, the prime rate of interest as published on that date in The Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks.” If The Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published and if The Wall Street Journal ceases to publish such rate, then the Class B Representative shall pick a substitute rate that most closely approximates such rate, as determined in the Class B Representative’s good faith judgment.

“Proceeding” has the meaning set forth in Section 6.1(a).

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“Profits” and “Losses” means the taxable income or loss, respectively, of the Company as determined for federal income tax purposes, as adjusted by Section 3.4(b). Profits and Losses shall be determined net of any amounts allocable in Section 4.6.

“Profits Interests” has the meaning set forth in Section 3.11(d).

“Proportional Share” means, as of any relevant time of determination with respect to each Common Member, as applicable, the quotient equal to (a) the total number of Common Units held by such Common Member as of such time divided by (b) the total number of Common Units held by all Common Members as of such time.

“Proposed Third-Party Sale” means the Nuvve Proposed Third-Party Sale or the Class B Proposed Third-Party Sale, as applicable.

“Proposed Transfer” has the meaning set forth in Section 9.8.

“Qualified Opportunity” means a Business Opportunity that meets the qualifying criteria set forth on Exhibit B, as may be amended, supplemented or modified from time to time in accordance with Section 6.5(e).

“Quarterly Statements” has the meaning set forth in Section 7.2(b).

“Recapitalization” has the meaning set forth in Section 11.3(d)(i).

“Recognized Stock Exchange” means the New York Stock Exchange or The NASDAQ Stock Market.

“Redemption Event” has the meaning set forth in Section 11.1(a).

“Registrable Securities” means any securities of an IPO Issuer owned by a Person that was a Member immediately prior to an IPO (or such Person’s Permitted Transferees), and any such securities which are the same class as, or convertible or exchangeable into, or redeemable for, the equity securities sold in the IPO.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of May 17, 2021, by and among Stonepeak, Evolve, and Nuvve Parent.

“Regulatory Allocations” has the meaning set forth in Section 4.6(g).

“Rejected Opportunity” has the meaning set forth in Section 6.5(d).

“Remaining Commitment Amount” means, as of the relevant time of determination with respect to each Class B Preferred Member, an amount equal to (a) its Commitment Amount, minus (b) the aggregate Capital Contributions made (and all unfunded Capital Contributions, if any, required to be made pursuant to previous capital calls) by such Class B Preferred Member prior to such time.

“Renounced Business Opportunity” has the meaning set forth in Section 6.6(b)(i)(C).

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“Reorganization” has the meaning set forth in Section 11.3(b).

“Repurchase Note” has the meaning set forth in Section 9.11(d).

“Repurchase Notice” has the meaning set forth in Section 9.11(d).

“Repurchase Period” has the meaning set forth in Section 9.11(d).

“Retained Distributions” has the meaning set forth in Section 4.4(c)

“ROFO Acceptance Notice” has the meaning set forth in Section 9.8.

“ROFO Holders” has the meaning set forth in Section 9.8.

“ROFO Notice” has the meaning set forth in Section 9.8.

“ROFO Offer” has the meaning set forth in Section 9.8.

“ROFO Offer Price” has the meaning set forth in Section 9.8.

“ROFO Offered Units” has the meaning set forth in Section 9.8.

“Sale Notice” has the meaning set forth in Section 9.7(c).

“Schedule of Members” means the Schedule of Members attached hereto.

“Second Management Threshold Target” means for each of Stonepeak and Evolve, each in its capacity as a Member, as of any relevant time of determination, an amount required to be paid with respect to the aggregate Class B Preferred Units and Class C Common Units held by such Member to cause such Member to receive Total Distributions with respect to such Units sufficient to achieve the greater of (i) a fifteen percent (15.0%) IRR and (ii) a 2.0x MOIC.

“Securities” means Debt Securities and Equity Securities.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the Commission promulgated thereunder.

“Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated as of May 17, 2021, by and among Stonepeak, Evolve, and Nuvve Parent.

“Selling Member” means the Nuvve Selling Member or the Class B Selling Member, as applicable.

“Selling ROFO Member” has the meaning set forth in Section 9.8.

“Service Provider” means Nuvve Parent under the DSA initially, and any other Person hereafter appointed as the “Service Provider” by approval of the Board and the Class B Representative.

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“Special Approval” means the prior written approval of the Class B Representative and at least one (1) Stonepeak Manager.

“Stonepeak” means Stonepeak Rocket Holdings LP, a Delaware limited partnership.

“Stonepeak Fund Group” means, collectively, Stonepeak, its Affiliates and its and their respective limited partners, general partners, members, managed accounts, stockholders and portfolio companies.  Notwithstanding anything herein to the contrary, the Stonepeak Fund Group does not include the Company or any of its Subsidiaries.

“Stonepeak Fund Parties” means, collectively, the members of the Stonepeak Fund Group, their respective Affiliates and their respective Affiliates’ portfolio companies.  Notwithstanding anything herein to the contrary, the Stonepeak Fund Parties do not include the Company or any of its Subsidiaries.

“Stonepeak Manager” has the meaning set forth in Section 5.2(a).

“Subject Repurchase Party” has the meaning set forth in Section 9.7(c).

“Subject Units” has the meaning set forth in Section 9.11(b)(i).

“Subsidiary” with respect to any Person means: any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of limited liability, partnership or other similar ownership interests thereof with voting rights at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control, directly or indirectly, the manager, managing member, managing director (or a board comprised of any of the foregoing) or general partner of such limited liability company, partnership, association or other business entity.

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 3.9.

“Tag-Along Member” means the Nuvve Tag-Along Member or the Class B Tag-Along Member, as applicable.

“Tag-Along Notice” has the meaning set forth in Section 9.7(e).

“Tag-Along Right” means the Nuvve Tag-Along Right or the Class B Tag-Along Right, as applicable.

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“Tax Amount” means, with respect to any holder of Common Units or Class B Preferred Units, an amount that in the good faith judgment of the Board is equal to (a) the amount of taxable income or gain allocable in respect of the Common Units, Class B Preferred Units or Class D Incentive Units, as applicable, owned by such holder for the applicable period, less any taxable losses or deductions allocable in respect of such Units for the current taxable period or any prior taxable period, multiplied by (b) the combined maximum federal, state and local income tax rate to be applied with respect to such taxable income (calculated using the Board’s determination of the highest maximum combined marginal federal, state and local income tax rates applicable to an individual or corporation (whichever is higher) resident in or doing business in New York, New York, taking into account the character of such taxable income and the deductibility of state income tax for federal income tax purposes, subject to any applicable limitations on deductibility), but not taking into account any deduction allowable under Section 199A of the Code.

“Tax Distribution” has the meaning set forth in Section 4.1.

“Taxable Year” means the Company’s accounting period for federal income tax purposes determined pursuant to Section 8.2 or such other relevant period.

“Termination” means, as determined by the Board acting with Special Approval with respect to any Ultimate Employee, the termination of a Person’s employment or service with such Employer that such Person is principally employed by or to which such Person principally provides services for any or no reason, including as a result of (a) the termination of the DSA, (b) such Person no longer providing services under the DSA or other similar arrangement, or (c) the Employer no longer being a Subsidiary or Affiliate of the Company because of a sale, divestiture or other disposition of such Subsidiary or Affiliate by the Company (whether such disposition is effected by the Company or another Subsidiary or Affiliate thereof); provided, that notwithstanding the foregoing, to the extent any Dedicated Employee’s (as defined in the DSA) employment with Nuvve or its Affiliates is terminated and such Dedicated Employee is, in connection with such termination, subsequently employed by the Company or its Affiliates pursuant to the DSA, such termination shall not be deemed to be a “Termination”.  No period of notice that is or ought to have been given under applicable law in respect of the termination of employment or service shall be taken into account in determining any entitlement under this Agreement.  Furthermore, a Person who goes on a leave of absence approved by the Employer shall not be deemed to have ceased such Person’s employment or service with the Employer during the period of such approved leave. For the avoidance of doubt, except as may be set forth herein or in such Person’s Award Agreement, or as otherwise determined by the Board acting with Special Approval, a Termination shall be deemed to have occurred upon a Class D Incentive Unit Member’s status changing, such that the Class D Incentive Unit Member is no longer an employee, consultant or director of the Employer.

“Third Management Threshold Target” means, for each of Stonepeak and Evolve, each in its capacity as a Member, as of any relevant time of determination, an amount required to be paid with respect to the aggregate Class B Preferred Units and Class C Common Units held by such Member to cause such Member to receive Total Distributions with respect to such Units sufficient to achieve the greater of (a) a twenty percent (20.0%) IRR and (b) a 2.5x MOIC.

“Third Party Terms” has the meaning set forth in Section 9.7(c).

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“Threshold Value” has the meaning set forth in Section 3.11(d).

“Total Distributions” means, as of any relevant time of determination and with respect to any Unit, the sum of the total amount of cash and the Fair Market Value (as of such date of actual Distribution) of property or securities of all Distributions made as of such date of determination (and solely for purposes of Section 9.9, together with the sum of the total amount of cash reasonably expected to, in the good faith determination of the Dragging Member, be distributed in connection with such Monetization Sale, as applicable) with respect to such Unit (exclusive of Tax Distributions with respect to any such Class B Preferred Unit and inclusive of Tax Distributions with respect to any such Common Unit).

“Transaction Documents” means, collectively, (a) this Agreement, (b) the DSA, (c) the Parent Letter Agreement, (d) the IP Escrow Agreement, (e) the Board Rights Agreement and (f) the Initial Signing Documents.

“Transfer” means any direct or indirect sale, transfer, assignment, mortgage, exchange, hypothecation, gift, grant of a security interest or other direct or indirect disposition or encumbrance (whether with or without consideration, whether voluntarily or involuntarily or by operation of law) or the acts thereof, including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Units is transferred or shifted to another Person. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings. For the avoidance of doubt, except as otherwise provided herein (including by use of the defined term “Transfer”), the use of the word “transfer” with respect to any Units shall mean the transfer of the direct ownership of such Units. Notwithstanding the foregoing, the use of the defined term “Transfer” shall not include (a) indirect transfers of Class A Common Units resulting solely from acquisitions and dispositions of Nuvve Parent Shares on a Recognized Stock Exchange unless such transfers would otherwise constitute a Nuvve Parent Change of Control or (b) indirect transfers of Units resulting solely from acquisitions and dispositions of the equity interests of Evolve.

“Treasury Regulations” means the income tax regulations promulgated under the Code, as amended from time to time.

“Trigger Event” means the occurrence of (a) a Distribution Failure with respect to two (2) consecutive Fiscal Quarters or with respect to any five (5) Fiscal Quarters whether or not consecutive, and whether or not any such Distribution Failure is continuing or has been cured; (b) a failure by the Company to timely redeem the applicable Class B Preferred Units in full and pay the full consideration to the Class B Preferred Members within ten (10) days of when required in accordance with this Agreement; (c) a material breach by Nuvve Parent, Nuvve or their applicable Affiliates under any of the Transaction Documents and such breach is incurable or is not cured within fifteen (15) days after the receipt of notice of such breach (or such longer period as may be specified under the applicable Transaction Document); (d) a failure by the Company or its Subsidiaries to obtain the consent of the Board and, if applicable, Special Approval, prior to taking or permitting any of the actions described in Section 5.7, Section 5.8, or as may be otherwise be required in this Agreement, and any such required approval, as applicable, is not granted, in the sole discretion of the Stonepeak Manager, the Class B Representative or such other Person, as

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applicable, in writing within ten (10) days after receipt of notice of such breach; (e) the Company or any of its Subsidiaries ceasing to be an unrestricted, non-guarantor Subsidiary under the existing and future debt agreements of Nuvve Parent, its Affiliates or any Person other than the Company and its Subsidiaries, without the prior written consent of the Board acting with Special Approval; or (f) any of Nuvve Parent or its Affiliates that provide services to the Company, own Licensed IP Rights (as defined in the IP License Agreement), have a business relationship with the Company, employs any employee providing services to the Company that (x) holds the title of Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer (or such other similar titles) or (y) has an annual salary of at least one hundred thousand dollars ($100,000), or otherwise have a material relationship to the Business experiences a Bankruptcy Event.

“Trust” means, with respect to any individual, a partnership, limited liability company, corporation, trust, private foundation or custodianship, the beneficiaries of which may include only such individual or such individual’s Permitted Beneficiaries.

“Ultimate Employee” has the meaning set forth in Section 3.11(a).

“Unit” means the ownership interest of a Member in the Company, and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement.

“Unpaid Amounts” means, as of the relevant time of determination with respect to a Class B Preferred Unit, the aggregate amount of all Preferred Distributions previously accrued in accordance with this Agreement but not paid in cash (including any Preferred PIK Distributions pursuant to Section 4.2(c) with respect to the Fiscal Quarter then ended or any preceding Fiscal Quarter) with respect to such Class B Preferred Unit as of such time, if any, solely to the extent such distributions have not subsequently been paid in cash. For the avoidance of doubt, with respect to any such Class B Preferred Unit that is redeemed in accordance with Section 11.1, such distributions previously accrued in accordance with this Agreement shall all be payable or included in such Class B Preferred Unit’s Preferred Redemption Price, on the date of such redemption.

“Unreturned Capital Proportional Share” means, as of any relevant time of determination with respect to each Common Member, as applicable, the quotient equal to (a) the total amount of Unreturned Common Capital Contributions with respect to the Common Units held by such Common Member as of such time, divided by (b) the total amount of Unreturned Common Capital Contributions with respect to Common Units held by all Common Members as of such time.

“Unreturned Common Capital Contributions” means, as of the relevant time of determination with respect to a Common Unit, (a) the Capital Contributions made in respect of such Common Unit, minus (b) the Total Distributions previously made in respect of such Common Unit, in each case, as of such time.

“Unvested Class D Incentive Unit” means any Class D Incentive Unit that is not a Vested Class D Incentive Unit.

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“Vested Class D Incentive Unit” means any Class D Incentive Unit that has become “vested” in accordance with the terms of the Award Agreement entered into in connection with the grant of such Class D Incentive Unit.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of capital stock has voting power by reason of any contingency) to vote in the election of members of the board of directors of such Person.

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designated in the Certificate of Formation or such other Person or Persons as the Board may designate from time to time in the manner provided by the Delaware Act.  The principal office of the Company shall be located at such place as the Board may from time to time designate and provide written notice thereof to the Members.  The Company may maintain offices at such other place or places within or outside the State of Delaware as the Board (a) determines to be necessary or appropriate and (b) identifies by written notice to the Members.

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The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the Transfer to it of all or part of the Units of another Member or the repurchase of Units shall be appropriately adjusted to reflect such Transfer or repurchase.  Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member Transferred to such Member.

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For the avoidance of doubt, any portion of the D-Eligible Distributions that is not distributed to the Class D Incentive Unit Members pursuant to this Section 4.4(a) (including if there exists any authorized but unissued Class D Incentive Units) shall be distributed to the other Members pursuant to the terms of the distribution waterfall set forth in Section 4.2 or Section 4.3, as applicable, unless otherwise determined by the Board acting with Special Approval.

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Section 4.8 will be treated as having been distributed to such Member.  To the extent that the cumulative amount withheld or paid for any period exceeds the Distributions to which such Member is entitled for such period with respect to Units held by such Person, the Company will provide notice to such Member.  Any such amount withheld or paid will (a) be treated as having been distributed to such Member as an advance against the next Distributions that would otherwise be made to such Member with respect to Units held by such Person, and such amount shall be satisfied by offset from such next Distributions or (b) if requested in writing by the Board, be contributed by such Member to the Company within fifteen (15) days of demand therefor.  If a Member fails to comply with its obligation to contribute to the Company pursuant to clause (b) above, such Member shall indemnify the Company in full for the entire amount paid by the Company (including interest, penalties and related expenses).  Each Member will furnish the Board with such information as may reasonably be requested by the Board from time to time to determine whether withholding is required and the amount thereof.  In addition, each Member will promptly notify the Board if such Member determines at any time that it is subject to withholding.  A Member’s obligation to indemnify and make contributions to the Company under this Section 4.8: (i) shall survive the termination, dissolution, liquidation, cancellation, and winding up of the Company, and for purposes of this Section 4.8, to the fullest extent permitted by applicable law, the Company shall be treated as continuing in existence; and (ii) shall also survive such Member ceasing to be a Member.  The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 4.8 if a Member does not comply with the provisions in this Section 4.8, including instituting a lawsuit to collect such amounts required to be paid to the Company or otherwise borne by such Member, with interest calculated at a rate equal to the Prime Rate plus three (3) percentage points per annum (but not in excess of the highest rate per annum permitted by applicable law), compounded on the last day of each Fiscal Quarter.

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be taken unless notice of such action has been provided to each Stonepeak Manager at least forty-eight (48) hours prior to the taking of such action. A copy of such written consent of the Board shall be provided to the Board Observer substantially concurrently with the delivery of such written consent to the Managers.

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and (c) so long as Stonepeak owns at least twenty percent (20%) or more of the issued and outstanding Common Units, the prior written approval of at least one (1) Stonepeak Manager:

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accordance with the terms and conditions of such Affiliate Contract. Additionally, at any time any Class B Preferred Units are outstanding, the Class B Representative shall have the right to enforce any right to claim a breach of an obligation relating to any Award Agreement by any Person holding Class D Incentive Units, including the provisions relating to non-competition, non-solicitation, confidentiality, non-disparagement and the devotion of substantial business time to the Company.

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rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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Documents, up to and not to exceed $1,000,000, (ii) Stonepeak for its reasonable out-of-pocket expenses (including legal and accounting fees) incurred after February 11, 2021 and through the Execution Date in connection with the due diligence, documentation and negotiation of the Transaction Documents, (x) fifty percent (50%) of such expenses with respect to the first $1,800,000 and (y) one hundred percent (100%) of such expenses thereafter and (iii) Evolve for its reasonable out-of-pocket expenses (including legal and accounting fees) incurred after May 6, 2021 and through the Execution Date in connection with the due diligence, documentation and negotiation of the Transaction Documents, (x) fifty percent (50%) of such expenses with respect to the first two hundred thousand dollars ($200,000) and (y) one hundred percent (100%) of such expenses thereafter; provided, that any amounts reimbursed by the Company to Stonepeak or Evolve shall, at the option of Stonepeak or Evolve, as applicable, be netted from amounts contributed or payable to the Company under this Agreement. From and after the Execution Date until the date on which the Class B Preferred Units and Class C Common Units held by Stonepeak and Evolve or their respective Permitted Transferees, as applicable, are redeemed in full hereunder, the Company shall reimburse Stonepeak and Evolve for all documented reasonable out-of-pocket third party costs, fees and expenses incurred by Stonepeak and Evolve from time to time in responding to any request for approval under this Agreement, monitoring or enforcing its rights under this Agreement and/or amending this Agreement.

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or delay on the part of any Member in the exercise of any right hereunder shall impair such right or be construed as a waiver of, or acquiescence in, any breach of any agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

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SCHEDULE OF MEMBERS

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Addresses for notices to Members:

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EXHIBIT A - INITIAL BUDGET

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(See attached.)

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EXHIBIT B - QUALIFIED OPPORTUNITIES

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“Qualifying Criteria” means the following:

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Notwithstanding anything to the contrary in this Exhibit B, the following “deployment criteria” are provided solely for informational purposes to help guide Nuvve Parent in understanding certain factors and criteria (which are neither exhaustive nor definitive) that Stonepeak may consider when deciding to provide Special Approval with respect to approving or funding certain Qualified Opportunities.

“Deployment Criteria” may or may not include, among other things:

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EXHIBIT C - INCENTIVE UNIT AWARD AGREEMENT (FORM)

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(See attached.)

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EXHIBIT D - SPOUSAL CONSENT

Spousal Agreement

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The undersigned, the spouse of the principal party named below (the “Principal”), a natural person who is executing the Amended and Restated Limited Partnership Agreement (as amended, supplemented and restated from time to time, the “Agreement”) of Levo Mobility LLC, a Delaware limited liability company (the “Company”), in the capacity as a holder of equity interests or other securities of the Company (all such interests, collectively, the “Interests”), is aware of, understands and consents:

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Signature: ________________________________

Name of Spouse:

Date (Print):

Name of Principal (Print):