OF POWERBRIDGE TECHNOLOGIES CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2019 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
The undersigned, POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of POWERBRIDGE TECHNOLOGIES CO., LTD., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) and THE BENCHMARK COMPANY, LLC (“Benchmark”) acting as representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representative” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) on the terms and c
Securities Purchase AgreementSecurities Purchase Agreement • September 2nd, 2022 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 1, 2022 (the “Effective Date”), is entered into by and between POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted holding company (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
POWERBRIDGE TECHNOLOGIES CO., LTD. ORDINARY SHARES SALES AGREEMENTSales Agreement • February 23rd, 2021 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
Powerbridge Technologies Co., Ltd., a Cayman Islands company (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • September 13th, 2022 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 9, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and POWERBRIDGE TECHNOLOGIES CO., LTD., a company incorporated under the laws of the Cayman Islands (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2021, by and between POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2020 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of August [ ], 2020 by and among Powerbridge Technologies Co., Ltd., a company organized under the laws of the Cayman Islands, (the “Company”),and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2019 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 18, 2018 (the “Effective Date”), by and between Powerbridge Technologies Co., Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Xiuhe Jiang, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
REPRESENTATIVE WARRANT POWERBRIDGE TECHNOLOGIES CO., LTD.Warrant Agreement • April 4th, 2019 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
THIS REPRESENTATIVE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after date that is 180 days after the effectiveness date (the “Effective Date”) of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Powerbridge Technologies Co., Ltd., a Cayman Islands exempted company (the “Company”), up to ______ ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”)[1] of the Company, par value $0.00166667 per share (“Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Convertible Promissory NoteConvertible Note • May 30th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated May 16, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • September 9th, 2022 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
This Ordinary Share Purchase Agreement is entered into effective as September 1, 2022 (this “Agreement”), by and between Powerbridge Technologies Co. LTD., a Cayman Islands corporation (the “Company”), and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2019 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], 2018 (the “Effective Date”), by and between Powerbridge Technologies Co., Limited , a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2024 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of November 24, 2023 by and among Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company (the “Company”), and [Name of the Purchaser] (the “Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • April 4th, 2019 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
Second Supplemental Agreement for Advertising Space Leasing Agreement (“Second Supplemental Agreement”) Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(“Kezhi”) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao...Second Supplemental Agreement for Advertising Space Leasing Agreement • May 12th, 2022 • Powerbridge Technologies Co., Ltd. • Services-computer programming services
All terms in this agreement, unless otherwise stated, its definition is the same as the definition in the Advertising Space Leasing Agreement executed by both parties on September 25, 2020.
THE THIRD SUPPLEMENTAL AGREEMENT TO ADVERTISING SPACE LEASE CONTRACTThird Supplemental Agreement to Advertising Space Lease Contract • May 12th, 2022 • Powerbridge Technologies Co., Ltd. • Services-computer programming services
All terms used in this Agreement, unless otherwise stated, have the same definitions as those in the Advertising Space Lease Contract signed between A and B on September 25, 2020 (the “Original Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2021 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 9, 2021, is between POWERBRIDGE TECHNOLOGIES CO., LTD., a company a Cayman Islands exempted company, with principal executive offices located at 1st Floor, Building D2, Southern Software Park, Tangjia Bay, Zhuhai, Guangdong 519080, China (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Buyer”).
Securities Purchase Agreement (the “Purchase Agreement”) dated as of April 9, 2021 entered into by and between Powerbridge Technologies Co., Ltd. (the “Company”), and YA II PN, Ltd. (the “Buyer”). Reference is made to the Purchase Agreement....Securities Purchase Agreement • September 30th, 2021 • Powerbridge Technologies Co., Ltd. • Services-computer programming services
This Closing Statement shall constitute the agreement between the Company and the Buyer regarding the payment and disbursement of the purchase price to be paid by the Buyer to the Company at the Second Closing under the Purchase Agreement for the second Convertible Note (the “Second Note”) with an original face value of $2.0 million. The Company hereby confirms to the Buyer that the wire instructions set forth on Exhibit “A” are true and correct and that the Buyer is entitled to rely upon such wire instructions without recourse to the Buyer or any obligation to verify or confirm the accuracy of such wire instructions.
EQUITY TRANSFER AGREEMENT OF BOXINRUI INTERNATIONAL HOLDING LIMTED (“BOXINRUI”) BETWEEN POWERBRIDGE TECHNOLOGIES CO., LTD. AND EIGHT INDIVIDUAL SHAREHOLDERS OF BOXINRUI Dated June 24, 2022Equity Transfer Agreement • April 30th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services
THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is duly executed on June 24, 2022, in Zhuhai, Guangdong Province, the People’s Republic of China, by and between:
EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED BETWEEN POWERBRIDGE TECHNOLOGIES HONG KONG CO., LIMITED AND QIUXIA ZHANG Dated January 6, 2022Equity Transfer Agreement • April 30th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services
Equity Transfer Agreement (“the Agreement”) was officially signed on January 6, 2022 by the following parties in Zhuhai, Guangdong Province, the People’s Republic of China:
EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED BETWEEN POWERBRIDGE HOLDINGS LIMITED AND TIANO INTERNATIONAL HOLDINGS LIMITED Dated 5 January, 2023Equity Transfer Agreement • April 30th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services
THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is duly executed in Zhuhai, Guangdong Province, People’s Republic of China, on January 5, 2023, by the following parties:
Second Supplemental Agreement for Advertising Space Leasing Agreement (“Second Supplemental Agreement”)Second Supplemental Agreement for Advertising Space Leasing Agreement • July 13th, 2021 • Powerbridge Technologies Co., Ltd. • Services-computer programming services
All terms in this agreement, unless otherwise stated, its definition is the same as the definition in the Advertising Space Leasing Agreement executed by both parties on September 25, 2020.
FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTEUnsecured Convertible Promissory Note • September 8th, 2020 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York
FOR VALUE RECEIVED, Powerbridge Technologies Co., Ltd., a Cayman Islands exempted company with limited liability (“Borrower”), promises to pay to [●], or its successors or assigns (“Holder”), the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, (the “Principal”)) and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Issuance Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of six percent (6.0%) per annum from the Issuance Date until the same is paid in full. This Note is issued pursuant to that certain Securities Purchase Agreement dated [●], 2020, as the same may be amended from time to time, by and among Borrower and the purchaser signatory thereto (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • May 30th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and X3 HOLDINGS CO., LTD., a company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Second Supplemental Agreement for Advertising Space Leasing Agreement (“Second Supplemental Agreement”)Second Supplemental Agreement for Advertising Space Leasing Agreement • May 12th, 2022 • Powerbridge Technologies Co., Ltd. • Services-computer programming services
All terms in this agreement, unless otherwise stated, its definition is the same as the definition in the Advertising Space Leasing Agreement executed by both parties on September 25, 2020.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2020 • Powerbridge Technologies Co., Ltd. • Services-computer programming services
THIS AGREEMENT, dated as of September 7, 2020, is entered into by and between Powerbridge Technologies Co., Ltd., a Cayman Islands exempted company with limited liability(“Company”), and [●], its successors and/or assigns (“Purchaser”).
OMNIBUS AMENDMENTOmnibus Amendment • December 13th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services
This Omnibus Amendment (this “Amendment”) is entered into as of December 5th, 2024 by and between X3 Holdings Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”) and YA II PN, LTD., a Cayman Islands exempt limited company (the “YAII”), with reference to (1) that certain Standby Equity Purchase Agreement, dated as of May 16, 2024, by and between the YAII and the Company (such agreement, the “SEPA”), (2) that certain Registration Rights Agreement, dated as of May 16, 2024, by and between the YAII and the Company (such agreement, the “RRA”), (3) that certain Convertible Promissory Note, issued May 16, 2024 and amend and restated on May 22, 2024, in an original principal amount of $4,756,986.10 delivered by the Company to YAII and bearing Number XTKG 1-4 (the “May Note”) and (4) that certain Convertible Promissory Note, issued June 17, 2024 in an original principal amount of $1,500,000.00 delivered by the Company to YAII and bearing Number XTKG 2-4 (the “
