UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned, Turbo Energy, S.A., a Spanish corporation with limited liability organized under the laws of the Kingdom of Spain (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 11th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
INDEMNIFICATION AGREEMENT, dated [ ], 2023 (this “Agreement”), is made by and between TURBO ENERGY, S.A., a Spanish corporation (the “Company”), and the undersigned (“Indemnitee”). Each of Company and Indemnitee are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • August 28th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_ (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
SHARE OPTION AGREEMENTShare Option Agreement • August 28th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
This Share Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Turbo Energy, S.A., a company incorporated under the laws of the Kingdom of Spain (the “Company”), and the participant named below (the “Participant”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant • September 26th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO SEPTEMBER 26, 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, SEPTEMBER 20, 2028 (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • July 11th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
INDEPENDENT DIRECTOR AGREEMENT, dated [ ], 2023 (this “Agreement”), by and between TURBO ENERGY, S.A., a Spanish corporation (the “Company”), and [ ] (the “Director”).
OFFICE LEASE AGREEMENTOffice Lease Agreement • July 11th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
On the one part, VICENTE MORENO VALENCIA, of legal age, a resident of Valencia, with address at calle Isabel la Católica, 8, and holder of national identification document no. 52.670.820-S,
FORM OF AMERICAN DEPOSITORY SHARES PURCHASE WARRANT TURBO ENERGY, S.A.Security Agreement • December 6th, 2024 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
THIS AMERICAN DEPOSITORY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Julian Groves, of legal age, married in matrimonial property regime of separation of property, and domiciled at 10 Whittlebury Drive, Derby, UK, with passport/identity card number 128356345 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including, without limitation, the Warrant Vesting Schedule herein attached as Exhibit C (the “Warrant Vesting Schedule”), at any time with respect to the number of Warrant Shares (as defined below) that have become vested on or after they have become fully vested pursuant to the Warrant Vesting Schedule (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Turbo Energy, S.A., a company organized under the laws of the Kingdom of Spain (
ContractPurchase and Sale Agreement • July 11th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
Purchase and sale of shares of the company “SOLAR ROCKET, SL” “Unipersonal” Granted by “Crocodile Investment, SL. Unipersonal”
SHAREHOLDER LOAN AGREEMENT BY AND BETWEEN UMBRELLA SOLAR INVESTMENT, S.A. as Lender and TURBO ENERGY, S.A. as Borrower In Valencia, on June 30, 2023Shareholder Loan Agreement • July 26th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
UMBRELLA SOLAR INVESTMENT S.A., a company duly incorporated under the laws of Spain, with registered office at 46004 Valencia (Spain), Plaza de América, 2, pta. 4 A-B, with Spanish tax identification number (N.I.F.) A-98988819, duly registered at the Commercial Registry of Valencia, , represented by Mr. Enrique Selva Bellvís (hereinafter, the “Lender”).
STRATEGIC ADVISORY AGREEMENTStrategic Advisory Agreement • December 6th, 2024 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies • New York
This Strategic Advisory Agreement (the “Agreement”) is made and entered into as of the 2nd day of December, 2024 (the “Effective Date”), by and between Turbo Energy, S.A., a company incorporated in the Kingdom of Spain with offices located at Street Isabel la Catolica, 8, Door 51, Valencia, Spain 46004 (the “Company” or “Turbo”); and Julian Groves, of legal age, married in matrimonial property regime of separation of property, and domiciled at 10 Whittlebury Drive, Derby, UK, with passport/identity card number 128356345 (the “Advisor”). Turbo and the Advisor are each referred to as a party, and collectively parties, to this Agreement.
DIRECTOR AGREEMENTDirector Agreement • July 11th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
DIRECTOR AGREEMENT (this “Agreement”), dated [*month*] [*day*], 2023 (the “Effective Date”), by and between TURBO ENERGY, S.A., a Spanish corporation (the “Company”), and the undersigned (the “Director”).
APPEAR ===Deed of Purchase of Shares • July 11th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies
MANUEL CERCÓS D´AVERSA and DOÑA VERÓNICA ZAMORA ESTEBAN, of legal age, director of development of business and teacher respectively, married, domiciled in 46014-Valencia, Plaza Escritora Beatriu Civera, number 2, door 11.
