EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2024 • Powell Max LTD • Services-miscellaneous business services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October 21, 2024 by and between Powell Max Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), and Kam Lai Kwok, 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”).
Powell Max Limited UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2024 • Powell Max LTD • Services-miscellaneous business services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2024 • Powell Max LTD • Services-miscellaneous business services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 1, 2024 by and between Powell Max Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), and Tsz Kin Wong, 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”).
FINDER’s FEE AGREEMENTFinder's Fee Agreement • December 2nd, 2024 • Powell Max LTD • Services-miscellaneous business services
This is a Confidential Finder’s Fee Agreement. No disclosure, copying, redistribution, and any form of dissemination are permitted without prior consent from Revere Securities LLC. Only the designated recipients and their legal advisors/representatives are permitted to access this Agreement.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • December 12th, 2024 • Powell Max LTD • Services-miscellaneous business services
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”), is by and between Powell Max Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), and ____________, an individual (the “Director”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 12th, 2024 • Powell Max LTD • Services-miscellaneous business services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2024 • Powell Max LTD • Services-miscellaneous business services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 21, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and POWELL MAX LIMITED, a company incorporated in the British Virgin Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2024 • Powell Max LTD • Services-miscellaneous business services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 21, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and POWELL MAX LIMITED, a company incorporated in the British Virgin Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 12th, 2024 • Powell Max LTD • Services-miscellaneous business services
This Indemnification Agreement (this “Agreement”), dated as of ______, is by and between Powell Max Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”) and ______ (the “Indemnitee”).
Dated this 19th day of July 2024 POWELL MAX LIMITED and LEUNG PO MAN STELLA LOAN SETTLEMENT AGREEMENTLoan Settlement Agreement • July 19th, 2024 • Powell Max LTD • Services-miscellaneous business services
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 25th, 2024 • Powell Max LTD • Services-miscellaneous business services
ContractConvertible Note • July 19th, 2024 • Powell Max LTD • Services-miscellaneous business services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT RESTRICTED. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
Convertible Promissory NoteConvertible Note • December 12th, 2024 • Powell Max LTD • Services-miscellaneous business services
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated November 21, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and 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.
Convertible Promissory NoteConvertible Note • November 25th, 2024 • Powell Max LTD • Services-miscellaneous business services
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated November 21, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and 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.
