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.”
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 25th, 2024 • Powell Max LTD • Services-miscellaneous business services
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.
