DISTRIBUTION AGREEMENT CAMPAGNA MOTORS USA INC.Distribution Agreement • October 30th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • Quebec
BETWEEN: CIRBIN INC, a corporation duly incorporated under the laws of Québec, having its head office and place of business at 1351 Ampère, suite F, Boucherville, Canada, doing business under the name CAMPAGNA MOTORS (Campagna) herein acting and represented by Mr. André Morissette, its President, duly authorized as he so declares,
October 25, 2017 CONFIDENTIAL Mr. Andre Morissette Campagna Motors USA, INC. Champlain, NY 12919 Dear Mr. Morissette,Placement Agent Agreement • October 30th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • New York
This letter (the “Agreement”) confirms Midtown Partners & Co., LLC’s (“Midtown”) engagement as a exclusive placement agent for Campagna Motors USA, INC. (the “Issuer”), in connection with the proposed (the “Offering”) of up to $50 million of the Issuer’s securities (the “Securities”). This may occur through either or a combination of (a) sales of common shares via Form 1-A under a Regulation A Offering Statement pursuant to Section 4(a)(2) of the United States Security Act of 1933 that have been deemed to be Qualified by the Commission or (b) offerings of private placements which it is anticipated will be sold to “accredited investors” (the “Investors”), as such term is defined in Rule 501(a) of Regulation D, promulgated under the United States Securities Act of 1933, as amended, pursuant to an exemption from registration under Rule 506 of Regulation D.
