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:
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,...Turbo Energy, S.A. • September 26th, 2023 • 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).
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.”
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”).
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,
ContractTurbo Energy, S.A. • July 11th, 2023 • 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”).
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 • 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.
