Nuvve exchanges warrants for 13.1M shares; terminates ELOC and additional investment rights

Nuvve Holding Corp.

Exchanged up to 23.8M outstanding warrants (exercise price $0.4734) for 13.1M common shares or pre-funded warrants at $0.0001.
Holders irrevocably terminated Additional Investment Rights for up to $20M in gross proceeds; waived AIR Obligation.
Terminated $25M ELOC agreement effective at closing; notice requirements waived.
Amended Series A Preferred Stock to remove Floor Price limitation on conversion adjustments, subject to stockholder approval by July 27, 2026.
Registration Rights Agreement: file resale registration within 5 days, effective in 30; liquidated damages 1.5% if missed.

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