UNDERWRITING AGREEMENTUnderwriting Agreement • July 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,...Purchase Warrant • July 26th, 2023 • Turbo Energy, S.A. • Miscellaneous electrical machinery, equipment & supplies • California
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).
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”).
