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 (
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.
