Massimo Group Sample Contracts

Contract
Massimo Group • March 1st, 2024 • Miscellaneous transportation equipment

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

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MASSIMO GROUP UNDERWRITING AGREEMENT [●] Shares of Common Stock
Underwriting Agreement • February 5th, 2024 • Massimo Group • Miscellaneous transportation equipment • New York

Massimo Group, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I thereto (the “Underwriters”) [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, $0.001 par value (the “Common Stock”). In addition, the Company proposes to sell to Roth Capital Partners, LLC, as representative of the Underwriters (the “Representative”), upon the terms and conditions set forth in Section 5 hereof, up to an additional [●] unissued shares of Common Stock of the Company (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative Warrants (as defined below) and the Representative Warrant Shares (as defined below) are collectively referred to as the “Securities.”

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 18th, 2023 • Massimo Group • Miscellaneous transportation equipment • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of June 1, 2023 (“Effective Date”), and entered into by and between Massimo Group, a Nevada corporation (the “Company”), and Yunhao Chen, an individual (the “Executive”), each a “Party,” or, collectively, the “Parties.”

MASSIMO GROUP UNDERWRITING AGREEMENT 1,300,000 Shares of Common Stock
Massimo Group • April 4th, 2024 • Massimo Group • Miscellaneous transportation equipment • New York

Massimo Group, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I thereto (the “Underwriters”) 1,300,000 authorized but unissued shares (the “Firm Shares”) of common stock of the Company, $0.001 par value (the “Common Stock”). In addition, the Company proposes to sell to Craft Capital Management, LLC, as representative of the Underwriters (the “Representative”), upon the terms and conditions set forth in Section 5 hereof, up to an additional 195,000 unissued shares of Common Stock of the Company (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative Warrants (as defined below) and the Representative Warrant Shares (as defined below) are collectively referred to as the “Securities.”

MASSIMO GROUP UNDERWRITING AGREEMENT [●] Shares of Common Stock
Underwriting Agreement • March 1st, 2024 • Massimo Group • Miscellaneous transportation equipment • New York

Massimo Group, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I thereto (the “Underwriters”) [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, $0.001 par value (the “Common Stock”). In addition, the Company proposes to sell to Craft Capital Management, LLC, as representative of the Underwriters (the “Representative”), upon the terms and conditions set forth in Section 5 hereof, up to an additional [●] unissued shares of Common Stock of the Company (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative Warrants (as defined below) and the Representative Warrant Shares (as defined below) are collectively referred to as the “Securities.”

Contract
Massimo Group • April 4th, 2024 • Massimo Group • Miscellaneous transportation equipment

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

CONTRIBUTION AGREEMENT
Contribution Agreement • December 18th, 2023 • Massimo Group • Miscellaneous transportation equipment • Nevada

THIS CONTRIBUTION AGREEMENT (“Agreement”), dated as of June 1, 2023, is by and among David Shan, Asia International Securities Exchange Co., Ltd., a Cayman Islands exempt company, both of which are listed on Schedule A annexed hereto (each individually, a “Contributor” and collectively, the “Contributors”) and Massimo Group, a Nevada corporation (the “Company”). Contributors and the Company are each individually referred to in this Agreement as a “Party” and, collectively, as the “Parties”.

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