STANDBY EQUITY PURCHASE AGREEMENTEquity 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.”
Convertible Promissory NoteX3 Holdings Co., Ltd. • May 30th, 2024 • 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.
