UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-41813
TURBO
ENERGY, S.A.
(Name of Registrant)
Street Isabel la Católica, 8, Door 51,
Valencia, Spain 46004
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
EXPLANATORY NOTE
Turbo Energy, S.A. (“Turbo Energy”
or the “Company”), a company organized under the laws of the Kingdom of Spain, is furnishing this Report on Form 6-K to disclose
that on October 18, 2024, the Company entered into a non-exclusive Strategic Advisory Agreement (the “Agreement”) with Connection
Holdings, LLC (the “Advisor” or “Connection Holdings”), a Nevada limited liability. Pursuant to the Agreement,
Connection Holdings will collaborate with the Company to expand Turbo Energy’s solar energy storage business into the United States
through implementation of a phased commercialization strategy involving the introduction of the Company’s SUNBOX Split Phase
Series 10.0, Split Phase Hybrid Series 48V 10.0 Inverter with Back-Up Mode, Lithium Series Pro 5.1kWH Battery and related cloud-based,
software-as-a-solution technology powered by Artificial Intelligence (“AI”), collectively referred to hereafter as “Turbo
Energy Products.”
The term of the Agreement shall be bifurcated
into two phases, with Phase 1 commencing on July 15, 2024 and continuing through February 28, 2025; and Phase 2 commencing on January
1, 2025 and terminating on December 31, 2025. However, the term of Phase 2 may be renewed every six months thereafter at the sole discretion
of Turbo.
In accordance with the terms and conditions of
the Agreement, Connection Holdings will be entitled to earn commissions equal to 2% of all Turbo Product net sales up to $10 million (after
discounts and excluding taxes) made to customers located within the United States. In the Company’s sole discretion, commissions
earned by Connection Holdings may be paid in either cash or in equity consideration equal to a number of American Depository Receipts
(“ADRs”) valued at 100% of the payable commission and factored at $5.00 per ADR.
Subject to Connection Holdings achieving predetermined
sales quotas and other key performance indicators as defined in the Agreement, Connection Holdings is also eligible to earn warrants in
up to four tranches to purchase in aggregate up to 2.5% of the Company’s total outstanding ordinary shares, as converted to ADRs
that are issued and outstanding on October 18, 2024, or up to 275,428 ADRs. The issuance of the ADRs will be made in reliance on an exemption
from the registration requirements of Section 5 of the Securities Act of 1933, as amended, contained in Section 4(a)(2) thereof and Regulations
D and/or S thereunder. A copy of the Form of American Depository Shares Purchase Warrant (“Purchase Warrant Agreement”) has
been furnished in this report as Exhibit 4.1.
The Agreement also provides for Connection Holdings
to be reimbursed for all expenses pre-approved by the Company.
On October 22, 2024, Turbo Energy issued a press
release announcing that it has partnered with Connection Holdings to assist the company in introducing and gaining U.S. market share for
Turbo Energy products.
The foregoing description of the Agreement and
the Purchase Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of these
agreements, copies of which are attached as Exhibit 10.1 and Exhibit 4.1 to and made a part of this Report on Form 6-K and is incorporated
by reference herein.
The press release furnished in this report as
Exhibit 99.3 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
TURBO ENERGY, S.A. |
| |
|
|
| Date: October 22, 2024 |
By: |
/s/ Mariano Soria |
| |
|
Mariano Soria |
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|
Chief Executive Officer |
2
Exhibit 4.1
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FORM
OF AMERICAN DEPOSITORY SHARES PURCHASE WARRANT
TURBO
ENERGY, S.A.
| Warrant Shares: up to 275,429 |
Issuance Date: |
THIS
AMERICAN DEPOSITORY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Connection Holdings,
LLC, a Nevada limited liability company with offices located at 3662 Maria Street, Las Vegas, Nevada 89121 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 (the “Company”), up to 275,429 American Depositary Shares (the
“ADSs”), each ADS representing five ordinary shares, par value five cents of euro (€0.05) per share, as subject
to adjustment. The ADS issuable upon the exercise of this Warrant are referred to in this Warrant as the “Warrant Shares”).
This Warrant is issued pursuant to that certain Strategic Advisory Agreement (the “Advisory Agreement”) dated as of
October 18, 2024 among the Company and Connection Holdings, LLC, as amended from time to time.
Section
1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Advisory Agreement.
Section
2.Exercise.
(a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or a PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined in Section 2(e)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise
Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States
bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the
date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company shall maintain records
showing the number of Warrant Shares purchased and the date of such purchases and the Company’s records shall be the official record
of the Warrant Shares available hereunder for exercise absent manifest error. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the
face hereof.
(b)
Exercise Price. The exercise price of the Warrant Shares under this Warrant shall be Five Dollars ($5.00) per Warrant Share, subject
to adjustment hereunder (the “Exercise Price”).
(c)
Cashless Exercise. If at any time after the six-month anniversary of the Issuance Date, there is no effective registration statement
registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
| (A)
= | as applicable: (i) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered
pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof
on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day
immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the ADS on the principal Trading Market
as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice
of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a)
hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading
hours” on such Trading Day; |
| (B)
= | the Exercise Price of this Warrant, as
adjusted hereunder; and |
| (X)
= | the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance
with the terms of this Warrant if such exercise were by means of a cash exercise rather than
a cashless exercise. |
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant
Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this
Section 2(c). Without limiting the cashless exercise provision set forth in this Section 2(c), the liquidated damages provision in Section
2(d)(i) or the buy-in provision in Section 2(d)(iv), there is no circumstance that would require the Company to net-cash settle this
Warrant.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADS are then
listed or quoted on a Trading Market, the bid price of the ADS for the time in question (or the nearest preceding date) on the Trading
Market on which the ADS are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADS
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADS are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADS are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or
(d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by
the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.
“Trading
Day” means a day on which the ADS is traded on a Trading Market.
“Trading
Market” means any of the following markets or exchanges on which the ADS are listed or quoted for trading on the date in question:
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
the Pink Market, OTCQB or the OTCQX (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADS are then listed or quoted
on a Trading Market, the daily volume weighted average price of the ADS for such date (or the nearest preceding date) on the Trading
Market on which the ADS are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADS
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADS are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADS are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the ADS so
reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in
good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.
(d)
[Reserved]
(e)
Mechanics of Exercise.
(i)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by
Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (the
“Depositary”) to the Holder by crediting the account of the Holder’s or its designee’s balance account
with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is
then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume
or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of
a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant
Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by
the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement
Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of
the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier
of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice
of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains
outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADS as in effect on the date of delivery
of the Notice of Exercise.
(ii)
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
(iii)
Rescission Rights. If the Company fails to cause the Depository to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
(iv)
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
(v)
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all
transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
(vi)
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
Section
3. Certain Adjustments; Beneficial Ownership Limitation.
(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays an ADS dividend or otherwise
makes a distribution or distributions on its ADS or any other equity or equity equivalent securities payable in ADS (which, for avoidance
of doubt, shall not include any ADS issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding ADS into a larger
number of shares, (iii) combines (including by way of reverse ADS Split) outstanding ADS into a smaller number of ADS or (iv) issues
by reclassification of ADS any ADS of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of ADS (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of ADS outstanding immediately after such event, and the number of Warrant Shares issuable upon exercise of this
Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of holders of ADS entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
(b)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of ADS, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of ADS acquirable upon complete exercise of this Warrant
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of ADS are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s
right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any ADS as a result of such
Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such
time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 3(a) above, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).
(d)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of ADS deemed to be issued and outstanding as of a given date shall be the sum
of the number of ADS (excluding treasury shares, if any) issued and outstanding.
(e)
Notice to Holder.
(i)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
(ii)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the ADS, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the ADS, (C) the Company shall authorize
the granting to all holders of the ADS rights or warrants to subscribe for or purchase any shares of capital stock of any class or of
any rights, (D) the approval of any ADS holders shall be required in connection with any reclassification of the ADS, any consolidation
or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory
share exchange whereby the ADS are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be
delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the ADS of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the ADS of record shall be
entitled to exchange their ADS for securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall
not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this
Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to exercise
this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except
as may otherwise be expressly set forth herein.
(f)
Beneficial Ownership Limitation. A Holder shall not have the right to exercise this Warrant to the extent that after giving effect
to the issuance of Warrant Shares after exercise as set forth on the applicable Notice of Exercise, such Holder or a person holding through
such Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities Act), and any
other persons acting as a group together with that Holder or person or any of that Holder’s or person’s Affiliates), would
beneficially own in excess of 4.99% (“Beneficial Ownership Limitation”) of the Company’s ADS. For purposes of
the foregoing sentence, the number of ADS beneficially owned by a person shall include the number of Warrant Shares that would be owned
by that person issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number
of ADS (a) which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of
its Affiliates and (b) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable or convertible
into ADS subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 3(f). Except
as set forth in the preceding sentence, for purposes of this Section 3(f), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(f) applies, the determination of whether
a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number
of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy
of such determination and neither of them shall have any liability for any error made by the Holder or any other person. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. For purposes of this Section 3(f), in determining the number of outstanding ADS,
a Holder or other person may rely on the number of outstanding ADS as reflected in (a) the Company’s most recent periodic or annual
report filed with the Securities and Exchange Commission, as the case may be, (b) a more recent public announcement by the Company or
(c) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of ADS outstanding. For
any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the
Company shall, within two (2) Trading Days, confirm orally or in writing or by e-mail to that person the number of ADS then outstanding.
Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation
to any other percentage not in excess of 9.99% as specified in such notice, provided that any increase in the Beneficial Ownership Limitation
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or decrease
will apply only to the Holder and its Affiliates and not to any other holder of Warrants. The provisions of this Section 3(f) shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(f) to correct this subsection
(or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained.
Section
4. Transfer of Warrant.
(a)
Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
(b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.
(d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of
counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the
Securities Act.
(e)
Representations by the Holder. The Holder by acceptance of this Warrant hereby represents and warrants to the Company that the
Holder: (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act;
(b) is acquiring the Warrant and will be acquiring the Warrant Shares for itself for investment purposes only, and not with a view towards
any resale or distribution of such securities; (c) has been advised and understands that the Warrant and the Warrant Shares (i) are being
issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities
laws, (ii) have not been registered under the Securities Act or any applicable state securities laws and, therefore, and cannot be resold
unless they are registered under the Securities Act and all applicable state securities laws, unless exemptions from registration are
available, and (iii) will bear an appropriate restrictive legend reflecting that they cannot be resold unless they are registered under
the Securities Act and all applicable state securities laws, unless exemptions from registration are available; and (d) is aware that
an investment in the Company is a speculative investment and is subject to the risk of complete loss. The Holder does not have any contract
with any person to sell, transfer, or grant participations to such person, or to any third person, with respect to the Warrant or the
Warrant Shares. By reason of the Holder’s business or financial experience, or by reason of the business or financial experience
of the Holder’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), the
Holder is capable of evaluating the risks and merits of an investment in the Company and of protecting its interests in connection with
this investment. The Company has carefully read and understands all materials provided by or on behalf of the Company or its representatives
to the Holder or its representative pertaining to an investment in the Company, including without limitation the reports and other filings
made by the Company with the U.S. Securities and Exchange Commission (the “SEC Reports”) and has consulted, as the
Holder has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby
and its suitability for the Holder. The Holder acknowledges that the Warrant and Warrant Shares are subject to dilution for events not
under the control of the Company. The Holder has completed its independent inquiry and has relied fully upon the advice of its own legal
counsel, accountant, financial and other representatives in determining the legal, tax, financial and other consequences of this Warrant
and the transactions contemplated hereby and the suitability of this Warrant and the transactions contemplated hereby for the Holder
and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Company or
its representatives. The Holder acknowledges and agrees that the Holder has not been guaranteed or represented to by any person, (i)
any specific amount or the event of the distribution of any cash, property or other interest in the Company or (ii) the profitability
or value of the Warrant or the Warrant Shares in any manner whatsoever. The Holder: (A) has been represented by independent counsel (or
has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the full right and opportunity to
consult with the Holder’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully
read and fully understands this Warrant, the SEC Reports and the financial statements of the Company included in the SEC Reports in their
entirety and has had such documents and filings and financial statements fully explained to it by such counsel; and (D) is fully aware
of the contents hereof and the meaning, intent and legal effect thereof.
Section
5. Miscellaneous.
(a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section
3.
(b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of such Warrant or certificate, if mutilated, the Company will
make and deliver a new Warrant or certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or certificate.
(c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.
(d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued ADS a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of
issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of the Trading Market upon which the ADS may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
(e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the provisions of the Advisory Agreement.
(f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
(g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Advisory Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Advisory Agreement.
(i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any ADS, whether such liability is asserted by the Company or by creditors of the Company.
(j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
(k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
(l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Holder.
(m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
(n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
| |
TURBO ENERGY, S.A. |
| |
|
| |
By: |
/s/
Mariano Soria |
| |
|
Name: |
Mariano Soria |
| |
|
Title: |
Chief Executive Officer |
NOTICE
OF EXERCISE
To:
Turbo Energy, S.A.
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
| ☐ | in
lawful money of the United States; or |
| ☐ | if
permitted the cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c). |
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name of Investing
Entity:____________________________________________________
Signature
of Authorized Signatory of Investing Entity:______________________________
Name of Authorized
Signatory:________________________________________________
Title of
Authorized Signatory:_________________________________________________
Date:____________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
| Name: |
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| Address: |
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(Please Print) |
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Dated: _______________
__, ______
Holder’s
Signature:____________________________
Holder’s
Address:_____________________________
EXHIBIT
C
WARRANT
VESTING SCHEDULE
The
right of the Holder to exercise this Warrant and acquire Warrant Shares will be vested in up to four (4) tranches, subject to defined
performance objectives being achieved.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 22,034 constituting 0.20% of the Company’s total
outstanding ordinary shares as converted to ADSs that are issued and outstanding on the date hereof if and when the Phase 1 KPI is achieved
as provided for in the Advisory Agreement.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 33,051, constituting an additional 0.30% of the Company’s
total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and when the Company achieves aggregate
net sales of US$1 million prior to the end of Phase 2.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 88,137, constituting an additional 0.80% of the Company’s
total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and when the Company achieves aggregate
net sales of $5 million prior to the end of Phase 2.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 132,206, constituting an additional 1.20% of the Company’s
total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and when the Company achieves aggregate
net sales of $10 million prior to the end of Phase 2.
For
the avoidance of doubt, under no circumstances shall this Warrant be exercisable for more than the number of Warrant Shares specified
at the head of this Warrant.
13
Exhibit 10.1
STRATEGIC
ADVISORY AGREEMENT
This
Strategic Advisory Agreement (the “Agreement”) is made and entered into as of the 18th day of October, 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 Connection Holdings, LLC, a Nevada
limited liability company with offices located at 3662 Maria Street, Las Vegas, Nevada 89121 (the “Advisor” or “Connection
Holdings”). Turbo and Connection Holdings are each referred to as a party, and collectively parties, to this Agreement.
RECITALS
WHEREAS,
Turbo is a globally recognized pioneer of proprietary solar energy storage technologies and solutions managed through Artificial
Intelligence (“AI”), which have been developed by the Company for the benefit of residential, commercial and industrial users
by enabling them to materially reduce dependence on traditional energy sources, helping to lower electricity costs, provide peak shaving
and uninterruptible power supply and realize more sustainable energy efficiencies;
WHEREAS,
since its founding in 2014, Turbo’s business has been primarily focused on delivering its solar energy storage technologies and
solutions to customers throughout Europe, with strong concentration in Spain;
WHEREAS,
Turbo and its affiliates, (such term, as used in this Agreement, shall have the meaning set forth in Rule 12b-2 promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is now actively seeking to expand its solar energy
storage business into the United States through implementation of a phased commercialization strategy involving the introduction of the
Company’s flagship SUNBOX Split Phase Series 10.0, Split Phase Hybrid Series 48V 10.0 Inverter with Back-Up Mode, Lithium
Series Pro 5.1 kWh Battery and related cloud-based, software-as-a-solution (“SaaS) technology powered by AI, (“Turbo Products”)
to leading U.S.-based distributors of solar equipment and installation supplies and U.S.-based solar installation companies (collectively
referred herein as “Customers”); and
WHEREAS,
Connection Holdings and its affiliates (such term, as used in this Agreement, shall have the meaning set forth in Rule 12b-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), have extensive knowledge, experience and insight
regarding the United States solar industry and solar energy storage sector in particular (the “Specified Industries”), and
is willing to provide strategic advice and services to Turbo in connection with this Agreement, all on the terms and subject to the conditions
set forth in this Agreement and in consideration of the phased scope of services and related compensation payable detailed in Exhibit
A attached to this Agreement (the “Permitted Scope”).
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable
consideration, the parties hereto agree as follows:
0.5)
Incorporate of Recitals. The recitals set forth above are incorporated by reference and made a part of the agreed terms of this Agreement.
| a) | Subject
to the Permitted Scope and other terms set forth in this Agreement, the Advisor hereby agrees
to provide, or cause an affiliate thereof to provide, to Turbo the following services and
advice (collectively, the “Services”): |
| i) | Advise
the Company’s management in development of a phased U.S. commercialization strategy,
including providing strategic advice on prevailing market trends, competitive market and
industry dynamics and new business development opportunities within the Specified Industries; |
| ii) | Develop
and execute tactical sales and marketing programs which are designed to increase awareness
and appreciation of Turbo’s brand and Turbo Products, and may include participation
in industry trade shows and conferences, telemarketing campaigns, on-site product demonstrations
and other proven methods of reaching and educating targeted Customers; and |
| iii) | Identify,
pursue and win new Customers for Turbo Products (“Sales Transactions”), meet
specific sales objectives within specific defined time periods; collect and report vital
data and feedback from Customers and end users; and coordinate logistics, installations and
post-sales service and support for those Customers and end users. |
| b) | Notwithstanding
anything contained herein to the contrary, in connection with the performance of the Services,
(i) the Advisor shall not have the right to legally bind the Company and, without limitation
of the foregoing, any determination by the Advisor or any affiliate thereof to pursue, enter
into or consummate any Sales Transactions shall be made solely by Turbo in accordance with
the governance procedures and protocols developed thereby; (ii) the Advisor will not
have custody, control or possession of or otherwise handle funds issued or exchanged in connection
with any Sales Transactions; and (iii) Turbo shall not rely upon or consider any advice or
recommendation provided by Advisor in conjunction with the Services as legal or tax advice
for Turbo. |
| c) | In
connection with the Services, the Advisor or any affiliate will be responsible for collecting
survey data, verbal feedback, photos and videos of the site during and after the installation
of Turbo Products in end users’ residences (the “Site”). All use of survey
data, feedback, videos and photographs shall be in compliance with applicable law. To the
maximum extent possible under applicable law, the Advisor shall require each of
its employees, and shall require Turbo Product installers to require each of their respective
employees and the Site’s homeowner(s), to acknowledge and agree that to the extent such
employee and homeowner(s) is present at the Site and is included in any video or photograph
taken by the Advisor or their representatives or invitees of the activities at
the Site, such employee and homeowner grants and releases to the Company the right
to record or photograph such employee and/or homeowner while at the Site and to use
and reproduce such recordings or photographs as the Company may determine is appropriate in
connection with the Work, including posting such videos and photographs on the
Internet or other electronic media, and to share all data, feedback, videos, and
photographs with Turbo. All right, title and interest in and to such survey data, verbal
feedback, photos and videos produced in connection with the Site installation of Turbo Products
shall remain the exclusive property of the Company. |
| d) | The
Advisor agrees that to the extent that the Advisor or any affiliate thereof has an economic
interest in any target Customer subject to any Sales Transactions, the Advisor shall inform
Turbo of such economic interest immediately upon Advisor’s first outreach to Customer
and, in all events, before a Sales Transaction with such Customer is consummated, and Advisor
shall provide any additional information with respect to the economic interest the Advisor
or any affiliate thereof has in such Customer as Turbo may reasonably request. For purposes
of this Agreement, “Economic Interest” means any (a) direct or indirect beneficial
ownership (as such term is defined in in Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), (b) direct or indirect pecuniary
interest (as such term is defined in Rule 16a-1 of the Exchange Act) or (c) other
direct or indirect economic interest, in each case of clauses (a) through (c), in such
target Customer (or any affiliate thereof) or any securities or loans of such target Customer
(or any affiliate thereof). |
| e) | In
connection with the Services, Turbo agrees to make its executives and key personnel reasonably
available to the Advisor (including for telephonic, electronic or in person meetings, as
reasonably requested by the Advisor) at mutually convenient times. The Advisor’s primary
point of contact at Turbo will be the Company’s Chief Executive Officer, currently
Mariano Soria. |
| f) | Nothing
in this Agreement shall be construed to limit the ability of the Advisor or its affiliates
to pursue, investigate, analyze or engage in any other business relationships with entities
other than Turbo, notwithstanding that such entities may be engaged in a business which is
similar to or competitive with the business of Turbo, and notwithstanding that such entities
may have actual or potential operations, products, plans, ideas, customers or supplies similar
or identical to Turbo, or may have been identified by Turbo as potential Sales Transactions.
Notwithstanding the foregoing, the Advisor may not use any information or documentation obtained
under this Agreement for the same or similar companies to Turbo. |
| a) | The
term of this Agreement shall be bifurcated into two phases to be defined as i) “Phase
1,” which commenced on July 15, 2024 and will continue through close of business on
February 28, 2025; and ii) “Phase 2,” which shall commence January 1, 2025 and
terminate on December 31, 2025. However, the term of Phase 2 may be renewed every six months
thereafter at the sole discretion of Turbo. |
| b) | Early
Termination for Cause. In the event that Connection Holdings fails to achieve the stated
Phase 1 KPIs as defined in Exhibit A, Turbo will have the right to exercise early termination
of this Agreement for cause by providing written notice to Connection Holdings within 30
days following February 28, 2025, with said termination taking effect as of the date of the
written notice. In the event that Connection Holdings fails to achieve the stated Phase 2
KPIs as defined in Exhibit A, Turbo will have the right to exercise termination of this Agreement
for cause by providing written notice to Connection Holdings within 30 days following December
31, 2025, with said termination taking effect as of the date of the written notice. Turbo’s
right to terminate this Agreement early due to Connection Holdings’ failure to meet
the Phase 1 KPIs or the Phase 2 KPIs as stated on Exhibit A, as the case may be, is not to
the exclusion of any other grounds in law or equity or as provided in this Agreement for
Turbo to terminate this Agreement early for cause. |
| c) | Effective
of Termination. In the event of termination of this Agreement by Turbo, all Commissions
and Additional Equity Considerations (both as described in Exhibit A) earned prior to such
termination shall be remitted to Connections Holdings within thirty (30) days of the termination
date. Upon the end of this Agreement, whether by Early Termination or expiration of the Agreement’s
Term, and payment of all the Commissions and Additional Equity Considerations earned by Connection
Holdings through such date have been satisfied, Connection Holdings shall have no further
rights against Turbo in connection with the terms of this Agreement. |
| 3) | Representations
and Warranties of Turbo. As of the date of this Agreement, and with respect to clauses
(a)-(d) immediately below, continuing throughout the term of this Agreement, Turbo hereby
represents and warrants to Connection Holdings that: |
| a) | Turbo
is duly informed, validly existing and in good standing under the laws of its jurisdiction
of organization. |
| b) | This Agreement constitutes
a legal, valid and binding obligation of Turbo, enforceable against it in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency, liquidation or
other similar laws affecting generally the enforcement of creditors’ rights. |
| c) | Turbo
has full power and authority to do and perform all acts contemplated by this Agreement. |
| d) | Neither
the execution and delivery of this Agreement, the fulfillment of, or compliance with,
the terms and provisions hereof, nor the performance of Turbo’s obligations hereunder
will conflict with, or result in a breach of any of the terms, conditions or provisions of
(i) any federal, state or local law, regulation, order, regulatory guidance or agreement,
or rule applicable to Turbo or any of its affiliates, (ii) organizational documents
of Turbo or any of its affiliates or (iii) any agreement to which Turbo or
its affiliates is a party or by which it or its affiliates may be bound. |
| e) | There
is no action, suit, proceeding, inquiry or investigation by or before any court, governmental
agency, public board or body pending or, to the knowledge of Turbo, threatened against or
contemplated by any governmental agency which could reasonably be expected to materially
impair the ability of Turbo or its affiliates to perform under this Agreement. |
| 4) | Representations
and Warranties of Connection Holdings. As of the date of this Agreement and,
with respect to clauses (a)-(d) immediately below, continuing throughout the term of this Agreement,
Connection Holdings hereby represents and warrants to Turbo that: |
| a) | Connection
Holdings is duly formed, validly existing and in good standing under the laws of its jurisdiction
of organization. |
| b) | This Agreement constitutes
a legal, valid and binding obligation of Connection Holdings, enforceable against it in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency, liquidation
or other similar laws affecting generally the enforcement of creditors’ rights. |
| c) | Connection
Holdings has full power and authority to do and perform all acts contemplated by this Agreement. |
| d) | Neither
the execution and delivery of this Agreement, the fulfillment of, or compliance with,
the terms and provisions hereof, nor the performance of Connection Holdings’ obligations
hereunder will conflict with, or result in a breach of any of the terms, conditions or provisions
of (i) any federal, state or local law, regulation, order, regulatory guidance or agreement,
or rule applicable to Connection Holdings or any of its affiliates, (ii) organizational
documents of Connection Holdings or any of its affiliates or (iii) any agreement to
which Connection Holdings or its affiliates is a party or by which it or its affiliates may
be bound. |
| e) | There
is no action, suit, proceeding, inquiry or investigation by or before any court, governmental
agency, public board or body pending or, to the knowledge of Connection Holdings, threatened
against or contemplated by any governmental agency which could reasonably be expected to
materially impair the ability of Connection Holdings or its affiliates to perform under this Agreement. |
| 5) | Obligations
of the Advisor |
The
Advisor shall provide the Services in compliance with the following obligations:
| a) | shall
perform its obligations with a level of diligence and professionalism at least equal to the
industry standard. |
| b) | shall
devote the time, attention and resources necessary to provide the Services in a satisfactory
and timely manner. |
| c) | shall
keep Turbo informed of the progress of the Services and, in particular, shall provide Turbo
with such information promptly when requested to do so |
| d) | shall
comply with all reasonable requests and instructions made by Turbo relating to the Services,
in particular, requests for clarifications or corrections. |
| 6) | Ownership
of Work Product; Information and Confidentiality. |
| a) | Advisor
hereby assigns to Turbo all of Advisor’s right, title, and interest in and to any and
all materials that Connection Holdings prepares, alone or in connection with others, for
Turbo in connection with the performance of the Services (collectively, “Deliverables”)
as well as all trade secrets, copyrights, trademarks, mask work rights, patents and other
intellectual property rights recognized by the laws of any jurisdiction or country applicable
to any of the foregoing Deliverables that are made, conceived, reduced to practice, or learned
by Advisor, either alone or with others, in connection with its performance of the Services.
Connection Holdings may use the Deliverables during the term of the Agreement only for its
own internal business operations and analysis and to provide the Services, and Connection
Holdings agrees not to disclose the Deliverables, at any time, to any third party (other
than its attorneys, auditors and financial advisers) except as required by applicable law
or otherwise expressly permitted under this Agreement; provided that to the extent legally
permissible, Connection Holdings will give Turbo notice of such requirement and use its reasonable
best efforts to resist such disclosure or if such disclosure is so required, use reasonable
best efforts to obtain confidential treatment for any information so disclosed and only disclose
information to the extent so required. Notwithstanding anything contained herein to the contrary,
Connection Holdings does not convey any ownership in any intellectual property or related
rights owned by Turbo and used in the performance of the Services, or the frameworks, methodologies,
analytical tools and industry data and insights that may be used or developed by Turbo in
the performance of the Services (the “Turbo IP”). Subject to the terms
and conditions of this Agreement, for the term of this Agreement Turbo grants to Connection
Holdings and its subsidiaries a non-exclusive, fully-paid, royalty-free license
to use the Turbo IP embedded in the Deliverables for Connection Holdings and its affiliates
and subsidiaries’ own internal business operations and analysis and to provide the
Services only. Upon the termination or expiration of this Agreement, whichever is earlier,
Connection Holdings, its affiliates, and subsidiaries shall not use any of the Deliverables
or any Turbo IP for any purpose without the express written consent of Turbo. Turbo acknowledges
that all advice (written, such as Turbo IP and Deliverables, or oral) given by Turbo to Connection
Holdings in connection with the Services is intended solely for the benefit and use of Connection
Holdings in connection with its assessment of potential Sales Transactions. Other than to
the extent required to be reflected in Connection Holdings Board of Directors and committee
meeting minutes or as required by applicable law, no advice (written or oral) of Turbo hereunder
shall be used, reproduced, disseminated, quoted or referred to at any time, in any manner,
or for any purpose not specified in this Agreement, nor shall any public references to Turbo
be made without its consent. |
| b) | Notwithstanding
anything to the contrary in the Agreement, the Advisor and its employees, contractors, and
consultants, |
| i) | will
not: (a) make any representations or warranties on behalf of Turbo or with respect to the
Turbo Products, except such as are expressly authorized by Turbo or (b) engage in any unfair,
anti-competitive, misleading, or deceptive practices with respect to the Turbo Products,
Turbo, or any third party, including product disparagement and any trade libel of Turbo or
any third party; and, |
| ii) | will
abide by all applicable laws, including without limitation those pertaining to deceptive
or false advertising and data privacy, in providing the services; and, |
| iii) | will
obtain Turbo’s advance approval for: (a) any marketing or advertising collateral regarding
Turbo or Turbo Products before disseminating such collateral, (b) any presentations and pitches
regarding Turbo or Turbo Products before presenting them, (c) any telemarketing or social
media campaigns before commencing those or (d) making of offers for sale or, in general,
delivery of terms and conditions of sales. |
| c) | Connection
Holdings shall keep confidential any and all material, non-public information obtained from
Turbo or its affiliates in connection with the Services rendered under this Agreement and
shall not disclose any such information (or use the same except in furtherance of its duties
under this Agreement) to third parties except (i) with the prior written consent of
Turbo, (ii) to legal counsel, accountants and other professional advisors of Turbo or
of Connection Holdings or any affiliate thereof (subject to such persons being subject to
the same confidentiality obligations as set forth herein) (“Permitted Representatives”);
or (iii) as required by law or legal process to which Connection Holdings or any person
to whom disclosure is permitted hereunder is a party; provided that to the extent legally
permissible, Connection Holdings will give Turbo notice of such requirement and use its reasonable
best efforts to resist such disclosure or if such disclosure is so required, use reasonable
best efforts (at Turbo’s expense) to obtain confidential treatment for any information
so disclosed and only disclose information to the extent so required. The foregoing shall
not apply to information that is publicly available through the actions of a person other
than Connection Holdings and its Permitted Representatives not in breach of this Agreement.
The provisions of this Section 6(b) shall survive the expiration or earlier termination
of this Agreement for a period of two years. |
| 7) | Indemnification.
Each party hereto (each, an “Indemnifying Party”) agrees to indemnify, defend
and hold harmless the other party, its shareholders, officers, directors, agents and employees
(collectively, the “Indemnified Parties”) from and against all third party claims,
actions, demands, suits and causes of action (“Claims”) involving (A) reasonable,
actual, and out-of-pocket direct damages to real or physical personal property, (B) personal
injury, including death, along with reasonable, actual, out-of-pocket cost and expenses,
including, without limitation, interest, penalties and reasonable attorneys’ fees and
disbursements (collectively, “Damages”), or (C) fines or penalties for violation
of a law, rule or regulation, to the extent (but only to the extent) such Claims are for
equitable relief (including but not limited to an injunction), statutory or regulation fines
or penalties or Damages, resulting from or based on any alleged or actual (1) negligent act,
negligent omission or willful misconduct on the part of the Indemnifying Party, its employees,
independent contractor’s or agents, in connection with performance under this Agreement,
(2) breach by the Indemnifying Party, its employees, independent contractors and agents of
any covenant, warranty, representation or any other obligation set forth in this Agreement,
or (3) breach or violation of law, governmental rules or regulations by the Indemnifying
Party, its employees, independent contractors and agents. |
| 8) | LIMITATION
OF LIABILITY. OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER
PARTY (1) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY
DAMAGES WHATSOEVER WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
INCURRED BY THE OTHER PARTY ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) BE LIABLE TO THE OTHER PARTY
FOR DAMAGES THAT EXCEED THE AMOUNT PAID OR PAYABLE BY SUCH PARTY TO THE OTHER PARTY, OR PAID
OR PAYABLE BY THE OTHER PARTY TO SUCH PARTY (WHICHEVER THE CASE MAY BE) IN THE ONE (1) YEAR
IMMEDIATELY PRECEDING THE CIRCUMSTANCE WHICH GAVE RISE TO THE CLAIM, EXCUDING ANY CLAIM(S)
FOR NON-PAYMENT HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE
OF THE ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY SET FORTH IN THIS AGREEMENT. NOTWITHSTANDING
ANYTHING IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT, THERE SHALL BE NO LIMIT ON THE
INDEMNIFIED PARTIES’ OBLIGATIONS PURSUANT TO THE INDEMNIFICATION CLAUSE IN SECTION
7. |
| a) | Any
and all notices or other communications or deliveries to be provided hereunder by Advisor
to Turbo shall be in writing and delivered by facsimile, by electronic mail, or sent by an
internationally recognized overnight courier service, addressed to Turbo Energy, S.A., Street
Isabel la Catolica, 8, Door 51, Valencia, Spain 46004, Attn: Mariano Soria, Chief Executive
Officer, e-mail address: mariasoria@turbo-e.com, with a copy which shall not constitute notice,
to Louis A. Bevilacqua, Esq., Bevilacqua PLLC, 1050 Connecticut Ave., N.W., Suite 500, Washington,
DC 20036, lou@bevilacquapllc.com, or to or such other facsimile number, e-mail address or
address as Turbo may specify for such purposes by notice to the Advisor delivered in accordance
with this Section 8.5. |
| b) | Any
and all notices or other communications or deliveries to be provided hereunder by Turbo to
the Advisor shall be in writing and delivered by facsimile, by electronic mail, or sent by
an internationally recognized overnight courier service, addressed to Connection Holdings,
LLC, 3662 Maria Street, Las Vegas, Nevada 89121, Attn: Edmond Pain, Managing Principal, e-mail
address: epain@ctdotsllc.com, with a copy which shall not constitute notice, to Thayn Law,
PLC, 3662 Maria Street, Las Vegas, Nevada 89121, Attn: Jason Thayn, Esq., email address:
thaynlaw@gmail.com, or to or such other facsimile number, e-mail address or address as Advisor
may specify for such purposes by notice to Turbo delivered in accordance with this Section
8.5. |
| c) | Any
notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission if such notice or communication is delivered
via facsimile or electronic mail prior to 5:30 p.m. (New York City time) on any date, (ii)
the next business day after the date of transmission, if such notice or communication is
delivered via facsimile or electronic mail on a day that is not a business day or later than
5:30 p.m. (New York City time) on any business day, (iii) the second business day following
the date of mailing, if sent by an internationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given. |
| 9) | Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned, delegated or otherwise transferred by any of the parties in whole or in
part (whether by operation of law or otherwise) without the prior written consent of the
other parties, and any such assignment without such consent shall be null and void. |
| 10) | Governing
Law. This Agreement and all rights and liabilities of the parties hereto shall
be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of law thereof. Each of the parties irrevocably submits
to the exclusive jurisdiction and venue of the state or federal courts in New York County
(Manhattan), New York for the adjudication of any dispute arising under or related to this
Agreement or in connection with any transaction contemplated hereby and irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. |
| 11) | Severability.
The invalidity or unenforceability of any particular provision of this Agreement shall
not affect the other provisions hereof, and this Agreement shall be construed as
if such invalid or unenforceable provision were omitted. |
| 12) | Entire Agreement;
Amendment; Waiver. This Agreement constitutes the entire understanding of each
of the parties hereto with respect to the subject matter hereof. This Agreement may
not be amended, altered or modified except with the prior written consent of the Turbo and
Connection Holdings. Any agreement on the part of a party to any extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf of such party.
No failure or delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of any rights
or remedies provided by applicable law. |
| 13) | Specific
Performance. The parties agree that irreparable damage would occur and that the parties
would not have any adequate remedy at law in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to seek an injunction or injunctions to prevent
breaches or threatened breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in the courts specified in Section 10
(and, to the fullest extent permitted by law, each party hereby waives any requirement for
the securing or posting of any bond in connection with such remedy), this being in addition
to any other remedy to which they are entitled at law or in equity. |
| 14) | Execution
in Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed by facsimile or pdf signature (including, for
example, a signature by DocuSign). |
| 15) | Independent
Contractor; No Fiduciary Duty. Turbo acknowledges and agrees that it is a sophisticated
business enterprise and that Connection Holdings has been retained pursuant to this Agreement solely
with respect to the matters set forth herein and shall not have any duties or obligations
to Turbo except as expressly provided in this Agreement. Connection Holdings shall act
as an independent contractor, and any duties of the Advisor arising out of its engagement
pursuant to this Agreement shall be contractual in nature and shall be owed solely
to Turbo. Each party disclaims any intention to impose any fiduciary duty on the other in
their respective capacities pursuant to this Agreement. |
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
| |
TURBO ENERGY, S.A. |
| |
|
| |
By: |
/s/ Mariano
Soria |
| |
Name: |
Mariano Soria |
| |
Title: |
Chief Executive Officer |
| |
|
| |
CONNECTION HOLDINGS, LLC |
| |
|
| |
By: |
/s/ Edmond Pain |
| |
Name: |
Edmond Pain |
| |
Title: |
President |
EXHIBIT
A
PERMITTED
SCOPE OF SERVICES
Phased
U.S. Commercialization of Turbo Products
Turbo
Products
| ● | SUNBOX®
Split Phase Series 10.0: An all-in-one back-up solar energy storage solution for
split phase installations, modular with energy storage capacity up to 20.48 kWh. Supported
by Turbo’s cloud-based SaaS solution powered by Artificial Intelligence, SUNBOX
users benefit from intelligent data collection, optimized stored energy management and
predictive analytics which provide real-time insight into weather and electricity price forecasts,
solar panel performance, energy consumption and material cost savings opportunities, among
other critical metrics. |
| ● | Split
Phase Hybrid Series 48V 10.0 Inverter with Back-Up Mode: A plug-and-play split phase
hybrid inverter ideal for solar energy self-consumption applications, as well as off-grid
installations. It has the peak shaving function that allows users to reduce the contracted
power. Leveraging the associated Turbo power management app, the battery is automatically
programmed to be consumed during peak demand, resulting in a reduction of demand from the
grid. |
| ● | Lithium
Series Pro 5.1 kWh Battery: Lithium Ferro Phosphate (LiFePO4) battery with 5.1 kWh capacity
and approximately 6,000 cycles of useful life. |
PHASE
1
Phase
1 Key Performance Indicator (KPI)
| ● | During
the period from July 15, 2024 through February 28, 2025 (“Phase 1”), Connection
Holdings must successfully complete five (5) SUNBOX Split Phase Series 10.0 unit installations
(“SUNBOX Installations”) through U.S.-based distributors of solar equipment
and installation supplies and/or U.S.-based solar installation companies. |
| ● | No
later than the first of each month, Connection Holdings must provide Turbo with a list of
potential Customers with which initial contact has been originated by Connection Holdings
(“Prospect Report”). |
| ● | Connection
Holdings is required to collect and provide feedback from Customers and end users in connection
with all SUNBOX Installations completed during this Phase. Feedback must be provided
in written form by way of a monthly report, due to Turbo on the first day of each month,
and shall include: |
| ■ | System
performance of SUNBOX Installations in end users’ homes, as well as post-installation
monitoring of SUNBOX’s post-Installation performance; |
| ■ | Installer
and end user concerns or complaints relating to any and all malfunctions that may occur with
SUNBOX Installation and following installation. |
| ■ | Impressions/opinions
of installers relating to each SUNBOX Installation process and details on how the
SUNBOX Installation process compares to the installation of competitive products; |
| ■ | Impressions/opinions
of installers relating to how SUNBOX compares to competitive systems from a functionality,
pricing and quality standpoint; and |
| ■ | Details
on whether an installer will work with Turbo Products and reasons for why the installer would
or would not do so. |
Phase
2 KPIs
| ● | During
the one-year period beginning January 1, 2025 through December 31, 2025 (“Phase 2”),
Connection Holdings is tasked i) with ramping up net sales and marketing of Turbo Products
to achieve a minimum of $1 million in net revenues of Turbo Products, or deliver one or more
agreements that collectively represent formal commitment(s) to net a minimum of $5 million
in aggregate sales of Turbo Products on or before December 31, 2025 (“Phase 2 Sales
Quota”); and ii) assisting Turbo in identifying U.S.-based resources capable of helping
Turbo to establish the operational framework to support rapid nationwide expansion, e.g.
sales/marketing, logistics, installations, customer service call centers, on-demand repair
workshops and process governance as required and approved by Turbo. |
| ● | No
later than the first of each month, Connection Holdings must provide Turbo with a detailed
list of potential Customers with which initial contact has been originated by Connection
Holdings (“Prospect Report”) and with which it is pursuing potential Sales Transaction(s).
The Prospect Report shall include prospect company name, primary point of contact, dollar
value of prospective Sales Transaction(s) being pursued, anticipated closing date of Sales
Transaction(s), and the likelihood of the prospect resulting in a Sales Transaction(s) expressed
as a percentage, ranging from less than 50% likely up to 100% likely. In consideration of
the non-exclusive nature of the Agreement, Turbo reserves the right to exclude from the Prospect
Report those potential Customers who are already in its network of contact as well as those
who come from other sources. |
Commissions
and Expenses
Commission.
For all Turbo Product net sales (after discounts and excluding taxes), Connection Holdings will earn a 2% commission, payable via bank
transfer in cash or in equity consideration equal to a number of American Depository Receipts (“ADRs”) valued at 100% of
the payable commission and factored at $5.00 per ADR. Commissions earned by and payable to Connection Holdings shall be paid by Turbo
within 30 days following the closing of each Sales Transaction (“Closing Date”). If Connection Holdings is entitled to receive
a commission under the immediately preceding sentence, Turbo shall decide, in its sole discretion, whether such commission is provided
in cash or in equity consideration. The Closing Date shall be defined as the date upon which funds are received from the Customer and
deposited into and cleared by Turbo’s banking institution.
Turbo
shall be obligated to pay the Commissions to Connection Holding as long as the sale was made during the period covered by this Agreement.
In case of Early Termination or expiration of this Agreement, all the Commissions and Additional Equity Considerations earned by Connection
Holdings through such date shall be satisfied and Connection Holdings shall have no further rights against Turbo in connection with the
terms of this Agreement.
It
is further understood that Connection Holdings will only be entitled payment of commissions in connection with Customers with which they
originated contact and have previously reported in their monthly Prospect Report. Sales Transactions with Customers which were originated
and closed by other sources, including direct sales representatives of Turbo, will not result in any commissions being paid to Connection
Holdings nor apply towards the sales quotas defined below under Additional Equity Consideration: Warrants.
Expenses.
During both Phase 1 and Phase 2, Turbo will reimburse Connection Holdings for all pre-approved expenses, payable in arrears upon
receipt of expense reports and payable within ten (10) days following the end of each month. Preapproved expense reimbursements may be
increased or reduced by mutual agreement of the parties.
Additional
Equity Consideration: Warrants. Connection Holdings will be issued warrants to purchase ADRs in up to four (4) tranches, subject
to defined performance objectives being achieved.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 22,034 constituting 0.20% of the Company’s total
outstanding ordinary shares as converted to ADSs that are issued and outstanding on the date hereof if and when the Phase 1 KPI is achieved
as provided7 for in the Advisory Agreement.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 33,051, constituting an additional 0.30% of the Company’s
total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and when the Company achieves aggregate
net sales of US$1 million prior to the end of Phase 2.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 88,137, constituting an additional 0.80% of the Company’s
total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and when the Company achieves aggregate
net sales of $5 million prior to the end of Phase 2.
The
Warrant will become exercisable for a number of Warrant Shares that is equal to 132,206, constituting an additional 1.20% of the Company’s
total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and when the Company achieves aggregate
net sales of $10 million prior to the end of Phase 2.
In
the event that Connection Holdings’ net sales exceed $10 million during the term of this Agreement, the Company and Connection
Holdings agree to enter into discussions to renegotiate the equity consideration that may be issuable to Connection Holdings.
Connection
Holdings agrees not to sell the ADRs acquired through exercise of any issued warrants until all sales objectives noted within this Permitted
Scope of Services are achieved; or, if not all achieved or if the Agreement is terminated by Turbo, no less than two years following
their original respective issuance dates.
Exhibit 99.1
Turbo Energy Teams with Connection Holdings
to Introduce All-in-One, AI-Optimized SUNBOX Home Energy Storage System to U.S. Market
Marks Pivotal Step Forward in Turbo Energy’s
Global Expansion Initiatives
VALENCIA, Spain – (Globe Newswire)
– October 22, 2024 – Turbo Energy, S.A. (NASDAQ:TURB) (“Turbo Energy” or the “Company”), a
global provider of leading-edge, AI-optimized solar energy storage technologies and solutions, today announced that the Company has partnered
with Florida-based Connection Holdings, LLC (“CH”), the managing entity of brands operating in the performance marketing and
lead generation sectors with focus on a broad range of industries, including the U.S. solar energy market.
Pursuant to the strategic advisory agreement entered
into on October 18, 2024, CH will employ its organization’s award-winning market penetration capabilities and leverage its extensive
nationwide network of leading U.S. solar installation companies to assist Turbo Energy in introducing and winning U.S. market share for
the Company’s proprietary, all-in-one, Artificial Intelligence (“AI”)-optimized SUNBOX solar energy storage system
designed specifically for residential application (“SUNBOX Home”).
Mariano Soria, the Chief Executive Officer of
Turbo Energy, stated, “With virtually thousands of SUNBOX Home installations spanning nine countries throughout Europe, we
have been actively engaged over the past several months in progressing through extensive U.S. testing and certification processes to affirm
that SUNBOX Home meets and exceeds American public and product safety standards for energy storage systems and equipment. We are
very excited to be partnering with Connection Holdings to take the next pivotal step in our global expansion plan, introducing SUNBOX
Home to the U.S. market in hopes that we will achieve meaningful market awareness and rapid adoption of what we believe is the industry’s
most price-competitive, smart, all-in-one solar energy storage solution on the market today.”
“We are very proud to have been chosen by
Turbo Energy to lead the market launch of SUNBOX Home in the U.S.,” noted Edmond Pain, Managing Principal and Co-Founder
of CH. “Considering that SUNBOX Home features scalable energy storage capacity that is up to four times greater than other
leading residential energy storage systems available in the U.S., coupled with the fact that all components – inverter, batteries
and AI-optimized software -- are fully integrated in an innovative, all-in-one, elegantly designed system, we expect that market demand
will be strong and immediate and grow exponentially in the coming years as sustainable solar energy storage solutions become a must-have
for homeowners nationwide.”
According to the Q3 2024 industry research report
released by the Solar Energy Industries Association and Wood Mackenzie, homeowners and businesses are increasingly demanding solar systems
that are paired with battery storage. California’s shift in net metering policy and state incentives for solar-plus-storage in other
markets have driven attachment rates up in recent quarters. The report further states that by 2028, 28% of all new distributed solar capacity
will be paired with storage, compared to under 12% in 2023.
SUNBOX Home is a complete intelligent solar
energy storage system powered by Turbo Energy’s patented AI algorithms and processes that allow homeowners to fully optimize the
energy efficiency of their solar power panel installations. Moreover, the cloud-based Turbo Energy mobile app gives SUNBOX Home
users total control over the storage system, including determining best times of day when to use the surplus energy stored, as well as
providing complete real-time visibility into battery status, energy production, actual power usage and monthly cost savings. In addition,
the app provides data-driven insight into weather and electricity price forecasts, among other vital metrics.
Turbo Energy’s U.S. market launch will be
led by a multi-month beta test, whereby Connection Holdings will coordinate the deployment of several SUNBOX Home system installations
in residences located in key, high growth markets across the nation. Following the conclusion of the beta test and analysis of collected
data and feedback from installers and homeowners, Connection Holdings is tasked with implementing a national marketing campaign designed
to ramp sales of SUNBOX Home and help to define and refine, as necessary, the U.S.-based infrastructure needed to support anticipated
market demand in the months and years to come.
About Connection Holdings, LLC
Connection Holdings has built and consolidated
a portfolio of U.S. companies which are trusted to provide award-winning performance marketing and comprehensive data analytic services
to the nation’s leading solar, roofing, home improvement, consumer financial and health insurance companies. Its brands, which have
collectively generated nearly $500 million in sales for its valued customers, include Solar Direct Marketing, Connecting the Dots, Home
Direct Marketing, Senior Direct Marketing, Encompass Leads, Debt Direct Marketing, Vested Exchange and Blockhub. In 2021, 2022 and 2023,
Solar Direct Marketing earned distinction as one of Inc. Magazine’s fastest growing, privately held companies in the country.
Connecting the Dots was also named to Inc.’s top 500 fastest growing companies in 2022; and in 2023 and 2024 was nominated
as the premiere Data Provider of the Year at the prestigious Affy Awards. For more information, please visit www.connectionholdings.com.
About Turbo Energy, S.A.
Founded in 2013, Turbo Energy is a globally recognized
pioneer of proprietary solar energy storage technologies and solutions managed through Artificial Intelligence. Turbo Energy’s elegant
all-in-one and scalable, modular energy storage systems empower residential, commercial and industrial users expanding across Europe,
North America and South America to materially reduce dependence on traditional energy sources, helping to lower electricity costs, provide
peak shaving and uninterruptible power supply and realize a more sustainable, energy-efficient future. A testament to the Company’s
commitment to innovation and industry disruption, Turbo Energy’s introduction of its flagship SUNBOX represents one of the
world’s first high performance, competitively priced, all-in-one home solar energy storage systems, which also incorporates patented
EV charging capability and powerful AI processes to optimize solar energy management. Turbo Energy is a proud subsidiary of publicly traded
Umbrella Global Energy, S.A., a vertically integrated, global collective of solar energy-focused companies. For more information, please
visit www.turbo-e.com.
Forward-Looking Statements
Statements in this press
release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts,
may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations
and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict and many of which are outside of our control, including the risks described in our registration statements and annual report under
the heading “Risk Factors” as filed with the Securities and Exchange Commission. Actual results and financial condition may
differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking
statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and Turbo Energy, S.A. specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information, please contact:
| At Turbo Energy, S.A. |
|
At Connection Holdings, LLC |
| Dodi Handy, Director of Communications |
|
David Stodolak, Chief Executive Officer |
| Phone: 407-960-4636 |
|
Phone: 919-802-1555 |
| Email: dodihandy@turbo-e.com |
|
david@solardirectmarketing.com |
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