XCHG LTD Sample Contracts
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement September 9, 2024Deposit Agreement • April 23rd, 2025 • XCHG LTD • Power, distribution & specialty transformers • New York
DEPOSIT AGREEMENT dated as of September 9, 2024 among XCHG Limited, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FORM OF INDEMNIFICATION AGREEMENT XCHG LimitedIndemnification Agreement • February 1st, 2024 • XCHG LTD • Power, distribution & specialty transformers
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2023, by and between XCHG Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2024 • XCHG LTD • Power, distribution & specialty transformers
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between XCHG Limited, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
●] American Depositary Shares Representing [●] Class A Ordinary Shares (par value US$0.00001 per share) XCHG LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2024 • XCHG LTD • Power, distribution & specialty transformers • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2026 • XCHG LTD • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2026, between XCHG Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”, and collectively the “Purchasers”).
ContractConvertible Note Purchase Agreement • July 29th, 2024 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong
***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.***
Convertible Note Investment Agreement in Relation to Beijing X-Charge Technology Co., Ltd. by and among Beijing X-Charge Technology Co., Ltd. XCHG Limited XCharge Europe GmbH Rui Ding Yifei Hou Wuxi Shenqi Leye Private Equity Funds Partnership L.P....Convertible Note Investment Agreement • February 1st, 2024 • XCHG LTD • Power, distribution & specialty transformers
This Convertible Note Investment Agreement (this “Agreement”) is made and entered into in Beijing of China on June 20, 2023 by and among:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among XCHG Limited, THE INVESTORS NAMED HEREIN, THE FOUNDERS AND THE FOUNDER ENTITIES NAMED HEREIN, and OTHER RELEVANT PARTIES NAMED HEREIN August 4, 2023Investors’ Rights Agreement • February 1st, 2024 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of August 4, 2023 among the following parties:
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • July 29th, 2024 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong
This Warrant Termination Agreement (this “Agreement”) is entered into as of May 27, 2024 (the “Execution Date”) by and between the following parties:
Convertible Loan Investment Agreement in Relation to Beijing X-Charge Technology Co., Ltd. by and among Beijing X-Charge Technology Co., Ltd. XCHG Limited XCharge Europe GmbH Rui Ding Yifei Hou Wuxi Shenqi Leye Private Equity Funds Partnership L.P....Convertible Loan Investment Agreement • July 29th, 2024 • XCHG LTD • Power, distribution & specialty transformers
This Convertible Loan Investment Agreement (this “Agreement”) is made and entered into in Beijing of China on June 20, 2023 by and among:
WARRANT SUBSCRIPTION AGREEMENT by and among XCHG LIMITED and THE OTHER PARTIES NAMED HEREIN Signing Date: August 4, 2023Warrant Subscription Agreement • February 1st, 2024 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong
The Company, the Major Subsidiaries, the Investors, the Founder Entities and the Founders are collectively referred to as the “Parties”, and each, a “Party”.
ContractPlacement Agent Agreement • June 29th, 2026 • XCHG LTD • Miscellaneous electrical machinery, equipment & supplies • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and XCHG Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s American depositary shares ( the “ADS”), each representing 40 of the Company’s Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”). The ADS shall be offered and sold under the Company’s registration statement on Form F-3 (File No. 333-292266) (the “Registration Statement”). The ADS actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”); provi
SIDE LETTERSide Letter • June 29th, 2026 • XCHG LTD • Miscellaneous electrical machinery, equipment & supplies
This letter confirms the understanding and agreement (the “Agreement”) made as of June 28, 2026, between XCHG Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”). The Company and the Placement Agent will be referred to individually as a “Party” and collectively as the “Parties.”
Adjustment Agreement on the Convertible Loan InvestmentAdjustment Agreement • July 29th, 2024 • XCHG LTD • Power, distribution & specialty transformers
This Adjustment Agreement on the Convertible Loan Investment (the “Agreement”) is made and entered into as of May 27, 2024 (the “Execution Date”) by and among the following parties in Beijing, China:
Adjustment Agreement on the Convertible Loan InvestmentAdjustment Agreement on the Convertible Loan Investment • June 10th, 2024 • XCHG LTD • Power, distribution & specialty transformers
This Adjustment Agreement on the Convertible Loan Investment (the “Agreement”) is made and entered into as of May 27, 2024 (the “Execution Date”) by and among the following parties in Beijing, China:
INVESTORS’ RIGHTS AGREEMENT by and among XCHG Limited, THE INVESTORS NAMED HEREIN, THE FOUNDERS AND THE FOUNDER ENTITIES NAMED HEREIN and OTHER RELEVANT PARTIES NAMED HEREINInvestors’ Rights Agreement • July 26th, 2023 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong
XCHG LIMITED AMERICAN DEPOSITARY SHARES SALES AGREEMENTSales Agreement • January 30th, 2026 • XCHG LTD • Power, distribution & specialty transformers • New York
XCHG Limited, an exempted company incorporated under the laws of the Cayman Islands, having its registered office at XCharge Europe GmbH, Heselstücken 18, 22453 Hamburg, Germany, with its principal executive offices located at XCharge Energy USA Inc, 19121 Marketplace Avenue, Building 2-Suite 2-145, Kyle, TX 78640, United States (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
●] American Depositary Shares Representing [●] Class A Ordinary Shares (par value US$0.00001 per share) XCHG LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2024 • XCHG LTD • Power, distribution & specialty transformers • New York