ContractSecurities Agreement • February 5th, 2024 • Massimo Group • Miscellaneous transportation equipment
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
MASSIMO GROUP UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • February 5th, 2024 • Massimo Group • Miscellaneous transportation equipment • New York
Massimo Group, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I thereto (the “Underwriters”) [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, $0.001 par value (the “Common Stock”). In addition, the Company proposes to sell to Roth Capital Partners, LLC, as representative of the Underwriters (the “Representative”), upon the terms and conditions set forth in Section 5 hereof, up to an additional [●] unissued shares of Common Stock of the Company (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative Warrants (as defined below) and the Representative Warrant Shares (as defined below) are collectively referred to as the “Securities.”
