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 “
