Form of Placement Agents’ Warrant AgreementPlacement Agents’ Warrant Agreement • December 8th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Qualification Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CAMPAGNA MOTORS USA, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENTEscrow Agreement • December 8th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the day of December 2017, by and among Campagna Motors USA, Inc. (the “Issuer”) whose address and other information appear on the Information Sheet (as defined herein) attached to this Agreement, Rachel Boulds, CPA, PLLC (the “Escrow Agent”),Midtown Partners & Co., LLC (“Midtown”) and NMS Capital Advisors, LLC (together with Midtown, the “Placement Agents”).
CAMPAGNA MOTORS USA, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 8th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • New York
Campagna Motors USA, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Placement Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis only up to a maximum of $14,000,000 of shares of its common stock, par value $0.00001 per share (the “Common Stock”), to investors, in an initial public offering (the “Offering”) pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), through Midtown Partners & Co., LLC and NMS Capital Advisors, LLC (together, the “Placement Agents”), in connection with such sales. The shares of Common Stock to be sold in this Offering are collectively referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined). The Company hereby confirms its agreement to sell the Shares to investors (collectively, the “Investors”) in the Offering through the Placement Agents, acting on a be
