Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 December 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 December 2, 2024, the Company entered into a Strategic Advisory Agreement (the “Agreement”) with Mr. Julian Groves (the “Advisor”), providing for the Advisor to work in collaboration with Turbo Energy’s executive management team to establish the Company’s U.S. sales, logistical and technical infrastructure, which will allow for the initiation and ongoing ramp-up of sales and support of Turbo Energy’s solar energy storage solutions in the United States (collectively, the “Services”).

The term of the Agreement shall be bifurcated into two phases, with Phase 1 commencing immediately and continuing through December 31, 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 Energy. In connection with assisting the Company establish and evolve the necessary U.S. operational infrastructure, the Advisor shall endeavour to assist Turbo Energy, through the delivery of the Services, to generate a minimum of US$250,000 (two hundred and fifty thousand U.S. dollars) from collected sales of Turbo Energy products in the United States market stemming from prospects, business partners, and others first introduced to Turbo Energy by him (“Collected Sales”). Collected Sales shall be defined as any revenue from Turbo product sales that has been properly contracted, invoiced by Turbo Energy and the invoiced amounts paid and collected by Turbo Energy from U.S. customers. During Phase 2, the Advisor shall endeavour to assist Turbo Energy, through the delivery of the Services, a minimum of US$750,000 (seven hundred and fifty thousand U.S. dollars) from Collected Sales of Turbo Energy products in the United States market stemming from prospects, business partners, and others first introduced to Turbo Energy by him.

In accordance with the terms and conditions of the Agreement, the Advisor will be entitled to receive quarterly cash bonuses in amounts to be determined solely by Turbo Energy, and payable at a time to be determined by Turbo Energy, if at all, for meeting and exceeding defined objectives.

Subject to the Advisor achieving predetermined sales goals and other key performance indicators as defined in the Agreement, the Advisor is also eligible to earn warrants in up to two tranches to purchase in aggregate up to 1% of the Company’s total outstanding ordinary shares, as converted to ADRs that are issued and outstanding on December 2, 2024, or up to 110,172 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 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.

EXHIBIT INDEX

The following exhibits are attached:

EXHIBIT NO.		DESCRIPTION
4.1		Form of Purchase Warrant Agreement
10.1		Agreement between Turbo Energy, S.A. and Julian Groves, dated December 2, 2024

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: December 6, 2024	By:	/s/ Mariano Soria
		Mariano Soria
		Chief Executive Officer

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 110,172

Issuance Date:

THIS AMERICAN DEPOSITORY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Julian Groves, of legal age, married in matrimonial property regime of separation of property, and domiciled at 10 Whittlebury Drive, Derby, UK, with passport/identity card number 128356345 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including, without limitation, the Warrant Vesting Schedule herein attached as Exhibit C (the “Warrant Vesting Schedule”), at any time with respect to the number of Warrant Shares (as defined below) that have become vested on or after they have become fully vested pursuant to the Warrant Vesting Schedule (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Turbo Energy, S.A., a company organized under the laws of the Kingdom of Spain (the “Company”), up to 110,172 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 December 2, 2024 among  the Company and Julian Groves, 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:
	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:
	(Please Print)

Address:
	(Please Print)

Phone Number:

Email Address:

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.

Tranche 1 – Phase 1

The Warrant will become exercisable for a number of Warrant Shares that is equal to 55,086 constituting 0.50% 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 Strategic Advisory Agreement.

Tranche 2 – Phase 2

The Warrant will become exercisable for a number of Warrant Shares that is equal to 55,086, constituting an additional 0.50% of the Company’s total outstanding ordinary shares as converted to ADSs issued and outstanding on the date hereof if and the Phase 2 KPI is achieved as provided for in the Strategic Advisory Agreement.

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.

Exhibit 10.1

STRATEGIC ADVISORY AGREEMENT

This Strategic Advisory Agreement (the “Agreement”) is made and entered into as of the 2^nd day of December, 2024 (the “Effective Date”), by and between Turbo Energy, S.A., a company incorporated in the Kingdom of Spain with offices located at Street Isabel la Catolica, 8, Door 51, Valencia, Spain 46004 (the “Company” or “Turbo”); and Julian Groves, of legal age, married in matrimonial property regime of separation of property, and domiciled at 10 Whittlebury Drive, Derby, UK, with passport/identity card number 128356345 (the “Advisor”). Turbo and the Advisor are each referred to as a party, and collectively parties, to this Agreement.

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 2013, 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, on September 22, 2023, the Company completed an Initial Public Offering through the listing of ADRs on the Nasdaq Capital Market (“Nasdaq”) on which Turbo's shares are currently traded under the symbol TURB. Each ADR represents five ordinary shares of Turbo;

WHEREAS, Turbo 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”); and

WHEREAS, the Advisor is in a position to contribute his knowledge and leverage his personal and professional contacts to generate and accelerate such expansion in the U.S. solar energy storage market.

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.

Services.

The Advisor hereby agrees to provide to Turbo the following services and advice (collectively, the “Services”):

1.1.

The Advisor shall work in collaboration with Turbo’s executive management team to establish the Company’s U.S. sales, logistical and technical infrastructure, allowing for the initiation and ongoing ramp-up of sales and support of Turbo Products installed in the U.S. In addition, the Advisor shall assist in the identification of qualified strategic business partners, clients and suppliers operating in the United States, which are capable of supporting U.S. sales of Turbo Products and providing best logistical and technical support practices and processes for Turbo’s U.S. operations, as more fully defined below:

Sales Operations: the Advisor shall identify and introduce to Turbo qualified prospects that shall include potential clients interested in purchasing Turbo Products, and service providers that are capable of generating sales of Turbo Products to their respective customers (collectively, the “Prospects”). Prospects shall include, but not be limited to, companies that generate commercial leads or operate call centers, major retailers that market photovoltaic self-consumption installations and real estate developers, among others.

Logistics and Technical Support Operations: The Advisor shall lead the initiative to identify qualified sources and solution providers capable of helping to ensure that Turbo establishes trusted and reliable services and processes in the United States that support the needs stemming from sales of Turbo Products. These services and processes will include:

Reception, storage and delivery of Turbo Products in the United States;

Installation, assembly and commissioning of Turbo Products at the user’s/customer's facility(ies);

Commercial and technical post-sale services providing for Management of commercial and technical post-sale services, including, but not limited to, final customer calls, coordinating visits and repairs in the event of potential product failures, and providing training to technicians who install or repair Turbo Products; and

Establishment of an American subsidiary to manage the daily business activities associated with Turbo’s U.S. operations, including conventional banking, billing, staffing/human resources, customer service and monthly financial and operational reporting to Turbo.

1.2.

Notwithstanding anything contained herein to the contrary, in connection with the performance of the Services, the Advisor shall not have the right to i) legally bind the Company and, without limitation of the foregoing, any determination by the Advisor 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.

1.3.

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.

1.4.

Nothing in this Agreement shall be construed to limit the ability of the Advisor 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.

1.5.

For its Services, the Advisor will be compensated with the fees set forth in Exhibit A.

Term.

The term of this Agreement commenced on November 26, 2024 and will terminate on December 31, 2025. However, the term may be renewed every six months thereafter at the sole discretion of Turbo.

Early Termination for Cause. In the event that the Advisor fails to achieve the stated 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 the Advisor within 30 days, with said termination taking effect as of the date of the written notice. Turbo’s right to terminate this Agreement early due to the Advisor’ failure to meet the 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.

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 the Advisor 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 the Advisor through such date have been satisfied, the Advisor shall have no further rights against Turbo in connection with the terms of this Agreement.

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 the Advisor that:

Turbo is duly informed, validly existing and in good standing under the laws of its jurisdiction of organization.

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.

Turbo has full power and authority to do and perform all acts contemplated by this Agreement.

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.

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.

Representations and Warranties of the Advisor. As of the date of this Agreement and, with respect to clauses (a)-(d) immediately below, continuing throughout the term of this Agreement, the Advisor hereby represents and warrants to Turbo that:

This Agreement constitutes a legal, valid and binding obligation of the Advisor, 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.

The Advisor has full power and authority to do and perform all acts contemplated by this Agreement.

Neither the execution and delivery of this Agreement, the fulfillment of, or compliance with, the terms and provisions hereof, nor the performance of the Advisor’ 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 the Advisor or any of its affiliates, (ii) organizational documents of the Advisor or any of its affiliates or (iii) any agreement to which the Advisor or its affiliates is a party or by which it or its affiliates may be bound.

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 the Advisor, threatened against or contemplated by any governmental agency which could reasonably be expected to materially impair the ability of the Advisor or its affiliates to perform under this Agreement.

Obligations of the Advisor

The Advisor shall provide the Services in compliance with the following obligations:

shall perform its obligations with a level of diligence and professionalism at least equal to the industry standard;

shall devote the time, attention and resources necessary to provide the Services in a satisfactory and timely manner;

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; and

shall comply with all reasonable requests and instructions made by Turbo relating to the Services, in particular, requests for clarifications or corrections.

Ownership of Work Product; Information and Confidentiality.

Advisor hereby assigns to Turbo all of the Advisor’s right, title and interest in and to any and all materials that the Advisor 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 the Advisor, either alone or with others, in connection with its performance of the Services. The Advisor may use the Deliverables during the term of the Agreement only for his own internal business operations and analysis and to provide the Services, and the Advisor 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, the Advisor 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, the Advisor 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 the Advisor a non-exclusive, fully-paid, royalty-free license to use the Turbo IP embedded in the Deliverables for the Advisor’s own internal business operations and analysis and to provide the Services only. Upon the termination or expiration of this Agreement, whichever is earlier, the Advisor 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 the Advisor in connection with the Services is intended solely for the benefit and use of the Advisor in connection with its assessment of potential sales transactions. Other than to the extent 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.

Notwithstanding anything to the contrary in the Agreement, the Advisor and his employees, contractors, and consultants (“Permitted Representatives”),

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.

The Advisor 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 the Advisor (subject to the “Permitted Representatives”); or (iii) as required by law or legal process to which the Advisor or any person to whom disclosure is permitted hereunder is a party; provided that to the extent legally permissible, the Advisor 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 the Advisor and his 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.

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.

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.

8.5)

Notices.

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.

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 Mr. Julian Groves, 10 Whittlebury Drive, Derby, UK. e-mail address: jgroves@turbo-e.com, with a copy which shall not constitute notice, to Mario Kranjac, Esq., Kranjac Tripodi & Partners LLP, 473 Sylvan Avenue, Englewood Cliffs, New Jersey 07632, mkranjac@ktpllp.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.

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.

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 the Advisor. 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 the Advisor 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. the Advisor 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.

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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

	JULIAN GROVES

	/s/ Julian Groves
	Name:	Julian Groves

EXHIBIT A

CASH FEES

At Turbo’s sole discretion, the Advisor will be entitled to receive quarterly cash bonuses in amounts to be determined solely by Turbo, and payable at a time to be determined by Turbo, if at all, for meeting and exceeding the following KPIs:

PHASE 1

Phase 1 Key Performance Indicators (KPI)

●

Reception, storage and delivery of Turbo Products in the United States;

Installation, assembly and commissioning of Turbo Products at the user’s/customer's facility(ies);

Any of these potential clients, sales services and operations suppliers, by themselves, do not constitute a value proposition capable of initiating the sales process in the United States. It is the combination of them that is expected to allow initiating sales while fulfilling the commitments that they themselves or the users of Turbo Products will demand from Turbo to reach commercial agreements.

In connection with assisting the Company establish and evolve the necessary U.S. operational infrastructure as described above, the Advisor shall endeavour to assist Turbo, through the delivery of the Services, to generate a minimum of US$250,000 (US$ two hundred and fifty thousand dollars) from collected sales of Turbo Products in the United States market stemming from prospects, business partners, and others first introduced to Turbo by him (“Collected Sales”).

Collected Sales shall be defined as any revenue from Turbo Product sales that has been properly contracted, invoiced by Turbo and the invoiced amounts paid and collected by Turbo from U.S. customers.

Phase 2 KPIs

During the one-year period beginning January 1, 2025 through December 31, 2025 (“Phase 2”), the Advisor shall endeavour to assist Turbo, through the delivery of the Services, a minimum of US$750,000 (US$ seven hundred and fifty thousand dollars) from Collected Sales of Turbo Products in the United States market stemming from prospects, business partners, and others first introduced to Turbo by him.

EQUITY CONSIDERATION

Additional Equity Consideration: Warrants. The Advisor will be issued warrants to purchase ADRs in up to two (2) tranches, subject to defined KPIs being achieved.

●

Tranche 1 – Phase 1

The Warrant will become exercisable for a number of Warrant Shares that is equal to 55,086 constituting 0.5% 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 Strategic Advisory Agreement.

●

Tranche 2 – Phase 2

The Warrant will become exercisable for a number of Warrant Shares that is equal to 55,086 constituting 0.5% 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 2 KPI is achieved as provided for in the Strategic Advisory Agreement.

The Advisor 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.

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