Nuvve's Platform And Services

Legal Disclaimer (cont.) Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement/prospectus or registration statement to be filed by NBAC with the SEC, and such differences may be material. In particular, all Nuvve historical financial information included herein is preliminary and subject to change pending finalization of the audits of Nuvve for the years ended December 31, 2019 and December 31, 2018 in accordance with PCAOB auditing standards. Some of the financial information and data contained in this Presentation has not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). NBAC and Nuvve believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing Nuvve's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and revenue that are required by GAAP to be recorded in Nuvve's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and revenue items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents historical non-GAAP financial measures in connection with GAAP results. You should review Nuvve's audited financial statements, which will be included in the Proxy Statement (as defined below). However, not all of the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time. Important Information About the Proposed Business Combination and Where to Find It In connection with the Proposed Business Combination, a subsidiary of NBAC intends to file a registration statement with the SEC, which will include a proxy statement/prospectus (the "Proxy Statement/Prospectus") to be distributed to holders of NBAC's ordinary shares in connection with NBAC's solicitation of proxies for the vote by NBAC's shareholders with respect to the Proposed Business Combination and other matters as described in the Proxy Statement/Prospectus, as well as to the holders of NBAC's and Nuvve's securities in connection with offer of the subsidiary's securities to such holders. NBAC will mail a definitive proxy statement/prospectus, when available, to its shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NBAC, NUVVE AND THE PROPOSED BUSINESS COMBINATION. SUCH DOCUMENTS WILL BE AVAILABLE FOR FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NBAC and Nuvve and their respective affiliates and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Business Combination. Information about the directors and executive officers of NBAC is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the Proposed Business Combination when they become available. Shareholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as indicated above. No Offer or Solicitation This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Securities Act of 1933, as amended, or an exemption therefrom. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of NBAC, Nuvve and other companies, which are the property of their respective owners. Nuvve Copyright © 2020. All Rights Reserved. 3 NUVVE

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