Convertible Note Purchase Agreement Sample Contracts

RECITALS
Convertible Note Purchase Agreement • April 15th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
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Convertible Note Purchase Agreement
Convertible Note Purchase Agreement • August 23rd, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York

This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

Contract
Convertible Note Purchase Agreement • August 1st, 2002 • Internetstudios Com Inc • Services-business services, nec • California

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • February 1st, 2023 • Maryland

This Amended and Restated Convertible Note Purchase Agreement (this “Agreement”), is entered into by and among Neighborhood Sun Benefit Corp., a Maryland corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • December 19th, 2016 • Stocosil Inc. • Pharmaceutical preparations • California

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective and dated for references purposes as of February _____, 2015 (the “Effective Date”), by and between Stocosil Inc., a Delaware corporation (the “Company”) and the investor whose name and signature are set forth on the signature page to this Agreement (the “Investor”).

CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of September 6, 2016
Convertible Note Purchase Agreement • September 19th, 2016 • Priceline Group Inc. • Services-business services, nec • New York

WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Note (as defined below) pursuant to the terms and subject to the conditions of this Agreement;

EXHIBIT 10.25 Photoelectron Corporation 5 Forbes Road Lexington, Massachusetts 02173
Convertible Note Purchase Agreement • April 1st, 1998 • Photoelectron Corp • Electromedical & electrotherapeutic apparatus

Reference is made to the Photoelectron Corporation Amended and Restated Convertible Note Purchase Agreement (originally dated as of July 11, 1991) dated as of August 8, 1996 among Photoelectron Corporation, PYC Corporation and Peter M. Nomikos (the "Agreement") and the Photoelectron Corporation 8% Subordinated Convertible Note Due 1998 (the "Note"). Capitalized terms used herein shall have the meanings set forth in the Agreement.

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 27th, 2019 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Nevada

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of ________________, among Pueblo Agriculture Supply and Equipment, LLC (“PASE”), Notis Global, Inc. (“Notis”), and EWSD I, LLC (“EWSD”), (each of the foregoing entities sometimes referred to as, a “Company” and collectively as the “Companies”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EX-10.15 28 d781411dex1015.htm EX-10.15 CARBYLAN THERAPEUTICS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • May 5th, 2020 • California

This Convertible Note Purchase Agreement (the “Agreement”) is made as of the 29th day of September, 2014 by and between Carbylan Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement, as may be amended from time to time (each a “Purchaser” and together the “Purchasers”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • October 24th, 2023 • Integrated Media Technology LTD • Household audio & video equipment • South Australia

This Convertible Note Purchase Agreement ("Agreement") is made and entered into as of October 24, 2023 ("Effective Date") by and between Integrated Media Technology Limited, an Australia corporation ("Company"), and Nextglass Solutions, Inc., a Delaware, USA corporation ("Purchaser").

CONVERTIBLE NOTE PURCHASE AGREEMENT by and among NAAS TECHNOLOGY INC. and LMR MULTI-STRATEGY MASTER FUND LIMITED Dated as of August 31, 2023
Convertible Note Purchase Agreement • August 31st, 2023 • NaaS Technology Inc. • Retail-retail stores, nec • New York

WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Notes (as defined below) pursuant to the terms and subject to the conditions of this Agreement;

EX-10.9 15 a2236573zex-10_9.htm EX-10.9 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of December 16, 2016 by and among:
Convertible Note Purchase Agreement • May 5th, 2020 • Hong Kong

The Company and the Purchasers are hereinafter collectively referred to as the “Parties” and respectively referred to as a “Party”.

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • July 1st, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of May, 2013, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and DSM Venturing BV, a company incorporated under the laws of the Netherlands (the “Investor”).

CONVERTIBLE NOTE PURCHASE AGREEMENT by and between UXIN LIMITED and PACIFICBRIDGE ASSET MANAGEMENT Dated July 12, 2019
Convertible Note Purchase Agreement • May 12th, 2020 • Uxin LTD • Services-business services, nec • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated July 12, 2019, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and PacificBridge Asset Management (the “Fund Manager”) acting in its capacity as the fund manager of each of the Persons listed in Schedule 1 hereto (each, a “Purchaser”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 20th, 2006 • Synova Healthcare Group Inc • In vitro & in vivo diagnostic substances • Pennsylvania

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), is made on this day of October, 2006, by and among Synova Healthcare Group, Inc., a Nevada corporation (the “Company”), and each of the parties listed on Schedule 1.1 attached hereto (each a “Purchaser” and collectively the “Purchasers”). As a matter of convenience, in the event that this Agreement relates to one sole Purchaser rather than multiple Purchasers, any references to “Purchasers” herein shall refer to such sole Purchaser.

CONVERTIBLE NOTE
Convertible Note Purchase Agreement • January 25th, 2016 • BTCS Inc. • Services-prepackaged software • New York

This Convertible Note Purchase Agreement (the “Agreement”) is entered into as of July 10, 2014, by and among Express Technologies, Inc., a Delaware corporation (the “Company”), Bitcoin Shop Inc. a Nevada corporation (“BTCS”), and each of the investors listed on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”).

AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 14th, 2018 • Ideanomics, Inc. • Cable & other pay television services • New York

This AMENDED AND RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 28, 2018, is entered into by and between Seven Stars Cloud Group, Inc., a corporation incorporated under the laws of Nevada (the “Company”), and Advantech Capital Investment II Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Purchaser”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • March 14th, 2023 • Ainos, Inc. • Pharmaceutical preparations • Texas

This Convertible Note Purchase Agreement (the “Agreement”) is made as of March 13, 2023, by and between Ainos, Inc., a Texas corporation (the “Company”), and Li-Kuo Lee (the “Purchaser”).

EX-10.16 23 d329931dex1016.htm EX-10.16 AMENDMENT AND CONSENT
Convertible Note Purchase Agreement • May 5th, 2020 • California

This Amendment and Consent (the “Amendment and Consent”) is made and entered into as of August 30, 2012, by and among MARRONE BIO INNOVATIONS, Inc., a Delaware corporation (the “Company”), and the entities executing the signature page(s) hereto (the “Investors”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • July 24th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of June 30, 2023, by and among ________________ (the “Purchaser”), and Data443 Risk Mitigation, Inc., a Nevada corporation (“Data443” or the “Company”).

CONVERTIBLE NOTE PURCHASE AGREEMENT among th international limited and SUNRISE PARTNERS LIMITED PARTNERSHIP and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021
Convertible Note Purchase Agreement • November 17th, 2022 • TH International LTD • Retail-eating places • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT is entered into as of December 9, 2021, by and among TH INTERNATIONAL LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands with registration number 336092 (the “Company”, which, for purposes of Section 9 hereto, shall include any successor thereto), Pangaea Two Acquisition Holdings XXIIA Ltd (“PGXXIIA”) and the investor named in Schedule 1 (the “Investor”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 29th, 2024 • GIGAMEDIA LTD • Services-computer programming, data processing, etc.
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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • August 26th, 2024 • NuZee, Inc. • Retail-miscellaneous retail • New York

This Convertible Note Purchase Agreement, dated as of August 20, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among NuZee, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 4th, 2022 • Hawaii

The Company desires to issue and sell, and the Purchaser desires to purchase, a convertible promissory note in substantially the form attached to this Agreement as Exhibit A (the “Note”), which shall be convertible on the terms stated therein into equity securities of the Company. The Note and the equity securities issuable upon conversion thereof (and the securities issuable upon conversion of such equity securities, if any) are collectively referred to herein as the “Securities.” The issuance of the Note is part of one or more offerings of convertible promissory notes (collectively, the “Notes”) being conducted by the Company through Wefunder, Inc. and its affiliates (“Wefunder”).

CONVERTIBLE NOTE PURCHASE AGREEMENT by and among DiamondHead Holdings Corp., as the Issuer, Great Southern Homes, Inc., as the Company and Certain Investors, as the Investors Dated as of March 21, 2023
Convertible Note Purchase Agreement • April 28th, 2023 • United Homes Group, Inc. • Operative builders • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 21, 2023, by and among DiamondHead Holdings Corp., a Delaware corporation (the “Issuer”), Great Southern Homes, Inc., a South Carolina corporation (the “Company”), and the investors listed on Exhibit A hereto (each, an “Investor” and together, the “Investors”). Except as otherwise indicated herein, capitalized terms used herein are defined in Exhibit B attached hereto.

BURCON NUTRASCIENCE CORPORATION CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • July 27th, 2016 • Burcon NutraScience Corp • Dairy products • British Columbia

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made as of April 7, 2016, between Burcon NutraScience Corporation (the "Company") and Large Scale Investments Limited ("Large Scale").

EBIX, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT August 24, 2009
Convertible Note Purchase Agreement • August 28th, 2009 • Ebix Inc • Services-computer integrated systems design • Delaware
REGENERX BIOPHARMACEUTICALS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT January 7, 2014
Convertible Note Purchase Agreement • January 9th, 2014 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2014, is entered into by and between RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________ (the “Investor”).

CONVERTIBLE NOTE PURCHASE AGREEMENT among CHINA CORD BLOOD CORPORATION and GOLDEN MEDITECH HOLDINGS LIMITED Dated September 18, 2012
Convertible Note Purchase Agreement • September 18th, 2012 • China Cord Blood Corp • Blank checks • New York
CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of August 31, 2022, by and among M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (the “Lead Investor”), 3A Capital Establishment, a company registered in Liechtenstein with offices at Austrasse 40 Vaduz N2 9490, Liechtenstein (the “Co-Investor”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx” or the “Company”).

Form of Convertible Note Purchase Agreement
Convertible Note Purchase Agreement • February 22nd, 2022 • Mosaic ImmunoEngineering Inc. • Biological products, (no disgnostic substances) • Delaware

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

CONVERTIBLE NOTE PURCHASE AGREEMENT among TNL Mediagene and Dated November [____], 2024
Convertible Note Purchase Agreement • November 25th, 2024 • TNL Mediagene • Services-advertising • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT is entered into as of November [_____], 2024, by and among TNL MEDIAGENE, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”, which, for purposes of Section 9 hereto, shall include any successor thereto) and [__________], [__________] (the “Investor”).

EX-4.8 8 a2212754zex-4_8.htm EX-4.8 Executed Version LIGHINTHEBOX HOLDING CO., LTD. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • May 5th, 2020 • New York

This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2012, is entered into by and between LightInTheBox Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “Company”), Ceyuan Ventures II, L.P., a limited partnership formed under the Laws of the Cayman Islands, Ceyuan Ventures Advisors Fund II, LLC, a limited liability company formed under the Laws of the Cayman Islands, GSR Ventures III, L.P., a United States limited partnership and Banean Holdings Ltd., an limited liability company organized under the Laws of the Cayman Islands (the “Investors”). The Company and the Investors are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

AMERICAN WATER STAR, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Nevada

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this "Agreement"), dated this _______ day of _______________, 2002, is between AMERICAN WATER STAR, INC., a Nevada corporation and its affiliates, as hereinafter defined (the "Borrower"), and the individuals named in Schedule 1 attached hereto, their successors and assigns (individually, a "Purchaser" and together, the "Purchasers"). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article VIII.

LIVEDEAL, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Nevada

The undersigned, LiveDeal, Inc., a Nevada corporation (the "Company"), proposes to issue and sell Kingston Diversified Holdings, (the “Purchaser"), for cash up to $5,000,000 in principal amount of the Company's Convertible Notes (collectively, the "Notes"). The Notes will be issued pursuant to and subject to the terms and conditions of this Agreement (the terms "Agreement" or "Purchase Agreement" as used herein or in any Exhibit or Schedule hereto shall mean this Agreement and the Exhibits and Schedules hereto individually and collectively as they may from time to time be modified or amended).

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