EX-10.10 11 ea181409ex10-10_turboenergy.htm ENGLISH TRANSLATION OF MERCANTILE DEED OF CONSTITUTION BETWEEN CROCODILE INVESTMENT S.L. AND UMBRELLA SOLAR INVESTMENT S.A. (PREVIOUSLY NAMED UMBRELLA CAPITAL S.L.), DATED MARCH 20, 2018

Exhibit 10.10

MERCANTILE DEED OF CONSTITUTION OF “UMBRELLA CAPITAL, SL”.------------------------------------------- -------

NUMBER THREE HUNDRED NINETY EIGHT (398). -----------

In Valencia, my residence, on March twenty-seven, two thousand eighteen.-------------------------------------------

Before me, LUIS CALABUIG DE LEYVA, Notary of the Illustrious College of Valencia.---------------------------------------------- ------------

=== APPEARS ===

MR. ENRIQUE SELVA BELLVIS, of legal age, married, engineer, domiciled for these purposes at 46002-Valencia, calle Xàtiva, number 14-1º-C.

INTERVENES in his own name and right by doing so, In addition, in the name and representation of the company of Spanish nationality named “CROCODILE

INVESTMENT, SL” (Unipersonal), domiciled at 46002- Valencia, Xàtiva street, number 14-1º-C. It was constituted by indefinite period, in a deed granted before the Notary of Valencia, Mr. Santiago Selva Bellvis, on November 8, 2,013, with protocol number 2,342; registered in the Mercantile Registry of Valencia, volume 9712, book 6994, page 14, Section 8, sheet no. V-156.741, 1st inscription.

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Its corporate purpose is made up of the following activities (CNAE main activity 74.90 Other professional activities,scientific and technical nec) : “1. “The purchase and sale of securities and company shares representative of the own funds of resident and non-resident entities in Spanish territory, all with the exception of the provisions of Law 46/1984 of December 26, regulating collective investment institutions, and what is established for securities agencies by Law 24/1988, of the Stock Market, of July 26.

2. Intermediation in the provision of advisory services in financial and economic matters, and the management and direction of companies.

3. The activities of promotion real estate, building, purchase, sale, rental, excluding financial, and possession of property.

4. The purchase and sale of solar plants photovoltaics, the creation of new plants, and their exploitation, being able to carry out said activity either directly or through through investee companies”.---------------------------------------

Acts in his capacity as Sole Administrator of the mentioned company whose appointment, for an indefinite term, and acceptance result from the aforementioned founding deed.

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The identification data (name, legal form, and especially the object and address) have been accredited with a copy authentic deed of incorporation referred to and verified electronically by me, the Notary Public, in the Mercantile Registry. ------

The appearing party, who is in the current exercise of his position, assures me that his powers have not been suspended, revoked, limited or conditioned in any way, that the entity he represents enjoys full legal personality and current capacity to act and that The purpose and registered office of the company have not changed. And I, the Notary, consider that he has sufficient powers to grant this deed of CONSTITUTION OF LIMITED SOCIETY-------------------------------------------

BENEFICIAL OWNERSHIP.- I, the Notary, certify, expressly, that I have complied with the obligation to identification of the real owner imposed by Law 10/2010, of 28 April, the result of which is recorded in the Minutes granted on the 29th of November 2013, before the Valencia Notary Mr. Santiago Mompó Gimeno, with protocol number 2,520, stating the appearing party has not modified the result contained in the same. -------------------------------------------

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COMMERCIAL REGISTRY QUERY.- COMMERCIAL REGISTRY CONSULTATION.- Made the consultation by me, the Notary, through the Internet in the Mercantile Registry, I verify the name, legal form, and especially the object and domicile of the company. -

Printed of said information I leave incorporated to this matrix. -------------------------------------------

I identified him by his identity document previously reviewed. -------------------------------------------

It has, in my opinion, the necessary legal capacity to grant this deed of INCORPORATION OF LIMITED COMPANY and consequently: ________________

=== EXPOSE ===

I.- Foundational will and CIF-----------------------------------

That it is the will and intention of the founding member to establish a limited liability company and Spanish nationality, still pending to obtain the CIF, of which I warn of necessity, as well as that you must provide it to the Notary necessarily for tax reporting purposes coming. -------------------------

For the purposes of the provisions of article 13 of the Law on Sociedades de Capital the founding partner, through its representative in this act, certifies that the Company constituted as a Sole Proprietorship.

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II.- And formalizes a limited company constitution contract according to the following,--------------------------------------------- ------

=== STIPULATIONS ===

FIRST.- Constitution. ___________

The company “CROCODILE INVESTMENT, SLU” founded and hereby constitutes a limited liability company and of Spanish nationality called “UMBRELLA CAPITAL, SL”, which will have as its purpose, address, duration and date of beginning of social operations those that are determined in the Statutes attached to this deed. -----------------------------------------

SECOND.- Regime. ______________

The Company will be governed by the Statutes which, extended on seven sheets of common paper, are read by the member founder, approves and signs them at the end, and they are incorporated into this writing for its notarization, as I do, leaving integrated and forming part of it.-------------------------------

In all matters not expressly provided for by the statutes, the company will be governed by the provisions of the Consolidated Text of the Capital Companies Law approved by Royal Decree Legislative 1/2010, of July 2; by Law 3/2009, of April 3, of Structural Modifications and by other provisions applicable laws or those that replace the previous ones. -------------

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THIRD.- Capital stock and shares. ---------------

The share capital is set at the sum of three hundred thousand euros (€300,000.00), divided into thirty thousand shares, equal, cumulative and indivisible, of ten euros (€10.00) of nominal value each of them, numbered consecutively from the one (1) to thirty thousand (30,000), both inclusive. ----------------------

FOURTH.- Contribution and subscription of shares. -

a) Partner and contribution. ____________

The company “CROCODILE INVESTMENT, SLU”, through of his representative in this act, subscribes the thirty thousand shares, numbers one (1) to thirty thousand (30,000), both inclusive, for their combined face value of three hundred thousand euros (€300,000.00). ___________-

In payment of the same, he makes the following contributions NO money to society:-------------------------------------------- ----

1. Two thousand seven hundred (2,700) shares numbered from 301 to 3,000, both inclusive, of the company of Spanish nationality called “SOLAR ROCKET, SL”, incorporated, for an indefinite period, under the name of “DISTRITECH SOLUTIONS, SL” in a deed granted on the 18th of September 2013 before the Notary of Valencia, Mr. José Alicarte Domingo, with protocol number 2,287; domiciled at 46002-Valencia, Xàtiva street, number 14-1º-C; registered in the Mercantile Registry of Valencia, volume 9686 general, page 44, Sheet No. V-155858, 1st entry; and who has been assigned the CIF number B-98569619. ___

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Value of the shares. two hundred two thousand euros (€202,000.00 ).------------------------------------------- ----------------------

In consideration, 20,200 shares are awarded UMBRELLA CAPITAL, SL, numbers 1 to 20,200, both inclusive.

Title.- They belong to you in terms of the numbers from 301 to the 600, both inclusive, for purchase in deed granted the day May 5, 2016 before the notary authorizing the present, with protocol number 472. And, as for the numbers of 601 to 3,000, both inclusive, for purchase in writing granted on November 29, 2013 before the Notary of Valencia Don Santiago Mompó Gimeno, with the number 2,521 of protocol.------------------------------------------------ ------------------------

In this sense, the company “CROCODILE INVESTMENT, SLU”, through its representative in this act, declares that, displaying the company that constitutes the character of society belonging to the same group as the contributor, the contribution that is done is free. -----------------------------------------

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2. Three thousand (3,000) numbered shares of the 1 to 3,000, both inclusive, of the company of nationality company called “GREENTECH SOLUTIONS, SLU”, constituted, for an indefinite period, in a deed granted on the 6th February 2014 before the Notary of Valencia, Mr. Santiago Mompó Gimeno, with protocol number 223; domiciled in 46002-Valencia, Xátiva street, number 14, 1º-C; registered in the Mercantile Registry of Valencia, volume 9752, book 7034, folio 200, Section 8, sheet V-158.136, 1st entry; and what do you have assigned CIF number B-98610017. ---------------------------------

Value of the shares. ninety five thousand euros ( €95,000.00).------------------------------------------- ------------------------

In consideration, 9,500 UMBRELLA CAPITAL, S.L. shares are awarded, numbers 20,201 to 29,700, both inclusive-----------

Title.- They belong to him by assumption in the deed itself aforementioned foundation. ______

In this sense, the company “CROCODILE INVESTMENT, SLU”, through its representative in this act, declares to be the sole and legitimate owner of the aforementioned shares that make up the entire capital stock of the company, by virtue of the economic contribution made for its constitution.-------------

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3. Three thousand (3,000) numbered shares of the 1 to 3,000, both inclusive, of the company of nationality company called “IM2 ENERGIA SOLAR, SLU”, constituted, for an indefinite period, in a deed granted on the 11th January 2018 before the notary authorizing the present writing, with protocol number 48; domiciled at 46002- Valencia, Xàtiva street, number 14-1º-C; registered in the Registry Mercantil of Valencia, volume 10,434, book 7,715, page 159, sheet No. V-179.821, 1st entry; and who has been assigned the CIF number B-98967714. _________

Value of the shares. Three thousand euros (€3,000.00). ---

In consideration, 300 shares are awarded UMBRELLA CAPITAL, SL, numbers 29,701 to 30,000, both inclusive. ------------------------

Title.- They belong to him by assumption in the deed itself aforementioned foundation.---------------------------------

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b) Non-monetary contributions. ------------------------------------

The non-monetary contribution is made in full ownership, with all its inherent and accessory rights, and by way of free from all liens, encumbrances or leases, liability or condition.----------------------------------------------- ------------------------

c) Subscription and disbursement. -------------------------------------

Accordingly, it is fully subscribed and paid up the share capital.-------------------------------

d) Tax regime. -------------------------------

It is agreed to submit the contribution of the shares of SOLAR ROCKET, SL, GREENTECH SOLUTIONS, SLU and IM2 ENERGIA SOLAR, SLU, as EXCHANGE OF SECURITIES, to the special tax regime for mergers, spin-offs, asset contributions and regulated exchange of securities in chapter VII of Title VII of Law 27/2014 of 27 November Corporate Tax. Said option will be communicated to the AEAT in the manner regulated established.-----------------

FIFTH.- Determination of the administration system and appointment of administrator. -------------------------------------

The founding member, giving this act the character of a Board General Universal, as the first of the corporate life of the Society already founded, unanimously agrees: -----------------------

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5.1 Administration System. That according to Art. 8 of the Bylaws the administrative body is organized as a Sole Administrator. _____________

5.2 Appointment of administrator. is designated Sole Administrator of the company CROCODILE INVESTMENT, SLU whose essential circumstances are stated in the intervention of this deed, who will exercise the power of representation with all the powers established by law, and with the duration established in Article 8 of the Statutes social.-------------------------------

Said entity, duly represented in the opinion of the Meeting, accepts the position and states that it is not involved in any prohibition, incapacity or incompatibility for its exercise.

It also designates as the natural person in charge of exercising the functions of the position to:-------------------------------------------- --

- Mr. Enrique Selva Bellvis, whose circumstances personal evidence at the appearance of this deed. --------

ACCEPTANCE. The designated one, of the circumstances previously indicated, here present, accepts his position and takes possession of it, agreeing to perform it well and faithfully and declares that it is not involved in any of the prohibitions, disabilities and incompatibilities established in the laws, especially in Law 5/2006, of 10 April, and other complementary and Community Autonomous, since those involved in them will not be able to hold position in this company.-------------------------------

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SIXTH.- Denomination.-------------------------------

Certification from the Mercantile Registry if there is no other company with the same name as the one hereby is constituted remains attached to this matrix to form part of the same.-------------------------------

SEVENTH.- CNAE-------------------------------

In order to record the CNAE as determines article 20 of Law 14/2013 of September 27 of support to entrepreneurs and their internationalization, it becomes certify that the company incorporated herein document will have as CNAE of its main activity the Next: ________

“74.90. Other professional, scientific and techniques”. _____________

EIGHTH.- Authorization. ____________

It is expressly authorized to grant as many complementary or rectification documents as are necessary up to the total Constitution and registration of the Company in all Public Registries, to the Sole Administrator designated to rectify this deed and the Bylaws, to adjust to the qualification verbal or written of the Mercantile Registrar. ------------------------------

The Sole Administrator is expressly empowered designated to carry out all acts and contracts of administration and representation included in the object social, from the date of commencement of operations, both necessary as well as those merely convenient, in the phase prior to registration.--------------------------------------------- ---------

NINTH.- Partial registration. ------------------------------------

In accordance with the provisions of article 63 of the Mercantile Registry Regulations, the grantor requests the partial registration of this deed, in the event of that any of its clauses, or of the facts, acts or businesses contained in it and subject to registration, suffered from some defect, in the opinion of Mr./Mrs. Registrar, that prevents the practice of the same. -------------------

In the event that the registration is suspended or denied, in whole or partially it is expressly requested that the communication to the Notary is done by telematic means to the email address which is in the header. ____

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TENTH.- Electronic processing .--------------------------------

The party interested in this document requires to me, the Notary, so that I DO NOT send electronically to the Mercantile Registry of the domicile of the company authorized copy email of this writing. However, it does require me to electronically request the provisional CIF of the society.------------------------------

Tax declaration.- The founding partner, through its representative in this act, requests from the settlement office note that in accordance with article 3 of Royal Decree Law 13/2010, which modifies the Consolidated Text of the Property Transfer Tax Law and Documented Legal Acts, the constitution of companies is considered as an act subject but EXEMPT from the Tax on Patrimonial Transmissions and Documented Legal Acts. ---

So says and grants the appearing gentleman in my presence, made the legal reservations and warnings and especially: ------

a) It is expressly noted that this deed must be registered in the Mercantile Registry on a mandatory basis (Art. 4 RRM) within the period established in the same (one month from its granting, Art. 83 RRM).------------------------------

b) That of the prohibition of holding social positions people affected by any of the incompatibilities established by RDL 1/2010 of July 2, which approves the TR of the Capital Companies Law, or by other current legal provisions, to the extent and conditions fixed on them.------------------------------

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c) And those of a tax nature, in particular and for tax purposes I warn of the tax obligations and responsibilities that are incumbent on the parties in their material, formal and disciplinary measure (within thirty days from the date of formalization of this deed in which there is an obligation to present this document for liquidation for the income tax Patrimonial Transmissions and Documented Legal Acts in the modality of Corporate Operations), and of the consequences of all kinds that would derive from the non-compliance or inaccuracy of your declarations according to the Current legislation.-----------------------

Representation clause. The party interested in This document authorizes and, where necessary, grants a mandate Express to MARTINEZ Y SEGARRA ASESORES, SL, with CIF B-98267552, and address at Calle Colón, number 72, door 9 (46004-Valencia), so that, in his name and representation can present this deed to the administration and how many others have been formalized or are formalized necessary for the registration of the same in the Registry authority, as well as carry out the procedures and declarations that as subjects or taxpayers correspond to them in relation to with the acts contained in the aforementioned deeds, in order to communicate to the administration the data necessary to the liquidation of the taxes that accrue as consequence of such acts, and others of informative content, aimed at qualifying and quantifying the amount to be paid or the amount that results to be compensated or returned, leaving likewise empowered said authorized person/agent to interpose as many resources as are convenient or direct communications to the administration in order to protect the rights of the grantors, as well as to receive from that as many communications and notifications as necessary directed at them. __

The aforementioned representation also extends to the presentation of such deed/s before the public records pertinent in order of their registration. -------------------------

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=== GRANT AND AUTHORIZATION ===

I let you know by word of reservations and warnings legal, as well as that the data collected for the drafting of this deed and its billing and subsequent monitoring, form part of the existing files in the Notary, being used to subsequent referrals of mandatory legal compliance. In compliance with Organic Law 15/1999, of December 13, Protection of Personal Data, the appearing party has been informed that the data collected in this document, will be incorporated into a treatment file automated and non-automated. This information will go to form part of a database necessary to manage the relations with clients and carry out the activities of the Notary, keeping it confidential. The owner of the same may exercise the rights of access, rectification, cancellation and opposition by communication to the headquarters of this Notary located at 46002-Valencia, Calle Roger de Lauria number 20, 1st, 5th. _________

I, the Notary Public, deduce a certified photocopy of the obverse identification document of the grantor, and I incorporate it into the present, authorizing the appearing party to reproduce it in copies of this deed are issued.----------------------------

I warn you of the right you have to read this writing for yourself itself, of the one that does not use, doing it myself, the Notary Public, in its entirety and out loud, with the consent of the appearing party, who sign with me.----------------------------------------------- -------------------

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And I, the Notary, of which the consent has been freely lent and that the granting is appropriate to the legality and the duly informed will of the grantor and of everything else contained in this public instrument spread over ten sheets of paper for exclusive use notary, the present, the previous eight and the following in order Correlative, from the same series, I ATTEST. ---------------------------------

There is the signature of the appearing gentleman. signed. LEWIS

CALABUIG DE LEYVA. Initialed and sealed. ____________________APPLICATION.

TARIFF. Additional Provision 3 - Law 8/1989- of 04-13-89.-----------------------------
Basis of Calculation: . Applicable Tariff, numbers: 24. TARIFF DUTIES: (VAT excluded)

DILIGENCE.-Torecordthaton March 27, 2018 Irequest electronically from the State Administration Agency Tax provisional assignment of an Identification Number of the society.-----------------------

Of the entire content of this diligence issued in the this sheet of notarial paper I, the Notary, ATTEST. signed: LUIS CALABUIG DE LEYVA. Initialed and sealed.------------------------

DILIGENCE.- To record that on March 27, 2018, I have received from the State Tax Administration Agency, telematic notification of the Fiscal Identification number of the society, which turns out to be the following B98988819. I incorporate to this matrix, on paper, evidence of electronic communication received.-----------------------

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Of the entire content of this diligence issued in the

This sheet of notarial paper, I, the Notary, ATTEST. signed:

LUIS CALABUIG DE LEYVA. Initialed and sealed. ------------------------

CONNECTED DOCUMENTS FOLLOW

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IT IS A SIMPLE EXACT ELECTRONIC COPY of its matrix, where it is noted. I, the notary authorizing the document, issue it in accordance with article 110.1 of Law 24/2001, for referral TO THE INTERESTED PARTY. This COPY is only valid for the specific purpose for which it was requested, and that is FOR YOUR COMPUTER FILES. In VALENCIA, on the third of April of the year two thousand and eighteen.

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