EXHIBIT 10.33 CONVERSION ELECTION LETTER DATED NOVEMBER 13, 2006 FROM MICHAEL A. BOWDEN Michael A. Bowden 2945 Yates Street Denver, Colorado 80212 November 13, 2006 China Wireless Communications, Inc. Attn: Board of Directors 1746 Cole Boulevard,...Convertible Note Subscription Agreement • April 13th, 2007 • China Wireless Communications Inc • Services-computer integrated systems design
At this time, I would like to request conversion of my Convertible Note Subscription Agreement (#4), dated as of August 1, 2005, in the amount of $10,000.00 plus interest due December 31, 2006 to common stock of China Wireless Communications, Inc. according to the terms of the Note.
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • March 28th, 2024 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on March 22, 2024, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), and the undersigned subscriber (“Subscriber”).
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (Mudrick Entities)Convertible Note Subscription Agreement • May 13th, 2022 • InterPrivate II Acquisition Corp. • Blank checks • New York
INDENTURE, dated as of [•], 2022, between Getaround, Inc., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as paying agent (in such capacity, the “Paying Agent”), as registrar (in such capacity, the “Registrar”), as trustee (in such capacity, the “Trustee”) and as collateral agent (the “Collateral Agent”).
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 25th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on [ ● ], 2022, by and among Software Acquisition Group Inc. III, a Delaware corporation (the “Issuer”), the undersigned Guarantors (as defined below), and each undersigned subscriber (each, a “Subscriber” and collectively, the “Subscribers”). Notwithstanding anything herein to the contrary, the rights and obligations of each Subscriber hereunder shall be several, and not joint, and any covenants, representations or warranties made by any Subscriber hereunder shall be deemed to be made severally and not jointly by each Subscriber hereunder.
ContractConvertible Note Subscription Agreement • May 14th, 2012 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
THIS CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 6st., 2012 by and among Bluesphere Corporation, a company organized and existing under the laws of the State of Nevada (“BSC”), and FRUITFUL HOLDINGS LIMITED (the “Purchaser”).
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • June 14th, 2021 • Seven Oaks Acquisition Corp. • Blank checks • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on _______, 2021, by and among Seven Oaks Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).
ZKH GROUP LIMITED CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • March 7th, 2023 • ZKH Group LTD • Retail-building materials, hardware, garden supply • Hong Kong
This Convertible Note Subscription Agreement (this “Agreement”) is made as of January 29, 2022 (the “Effective Date”) by and among ZKH Group Limited, an exempted company of limited liability incorporated under the laws of Cayman Islands (the “Company”), Long Chen (陈龙) (the “Founder”), and the entities and persons listed on the Schedule of Investors attached hereto as Schedule B (each referred to herein as an “Investor” and collectively, as the “Investors”), who are signatories to this Agreement (each a “Party” to this Agreement and together, the “Parties”).
TEKDRY INTERNATIONAL, INC.Convertible Note Subscription Agreement • December 3rd, 2015 • Colorado
To invest in and become a convertible note lender to TekDry International, Inc., each prospective investor must do the following
ZKH GROUP LIMITED CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • November 22nd, 2022 • ZKH Group LTD • Retail-building materials, hardware, garden supply • Hong Kong
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • March 21st, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on March 18, 2022, by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Issuer”), and each undersigned subscriber (each, a “Subscriber” and collectively, the “Subscribers”). Notwithstanding anything herein to the contrary, the rights and obligations of each Subscriber hereunder shall be several, and not joint, and any covenants, representations or warranties made by any Subscriber hereunder shall be deemed to be made severally and not jointly by each Subscriber hereunder. Capitalized terms not defined herein have the meanings assigned to such terms in the Indenture substantially in the form attached as Annex A hereto (the “Indenture”); and
AMENDMENT NO. 2 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • May 4th, 2023 • Galata Acquisition Corp. • Services-auto rental & leasing (no drivers)
This Amendment No. 2 to Convertible Note Subscription Agreement (this “Amendment”) is made and entered into effective as of [•], 2023, by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below).
PAXMEDICA, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • July 23rd, 2020 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of ____, 2020 (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and ______ (the “Investor”).
HEALTHWAREHOUSE.COM, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 15th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Ohio
This Agreement, dated as of April __, 2009, is made and entered into between HealthWarehouse.com, Inc., a Delaware corporation (the “Company”), and [___________________] (the “Investor”). This Agreement is entered into in contemplation of the consummation of a share exchange transaction (the “Exchange Transaction”) as a result of which (i) the Company will become a wholly-owned subsidiary of a publicly-traded shell company (“Pubco”), and (ii) the outstanding shares of capital stock of the Company will be exchanged for outstanding shares of common stock of Pubco (the “Post-Exchange Common Stock”). It is contemplated that as a result of the Exchange Transaction, the former stockholders of the Company will own approximately 85% of Pubco’s Post-Exchange Common Stock on a fully-diluted basis (and including the shares which may be issued to the Investor pursuant to the “Securities” as hereafter defined). This Agreement sets forth the terms under which the Investor will purchase from the Comp
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • August 26th, 2020 • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 23rd, 2022 • Galata Acquisition Corp. • Blank checks
This Amendment No. 1 to Convertible Note Subscription Agreement (this “Amendment”) is made and entered into effective as of [•], by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below).
ContractConvertible Note Subscription Agreement • May 5th, 2020
EX-10.21 8 ex10-21.htm Exhibit 10.21 ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT made as of March 14, 2012 Among CIRCLE STAR ENERGY CORP. as issuer and THE HOLDER OF 10% CONVERTIBLE NOTES, DUE MARCH 14, 2013 and G. JONATHAN PINA Relating to the issuance of 10% Convertible Notes, due March 14, 2013 TABLE OF CONTENTS
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 13th, 2012 • Genesis Financial Inc • Finance services • Washington
The undersigned purchaser ("Purchaser") delivers this convertible note subscription agreement (the "Agreement") in connection with the offering by GENESIS FINANCIAL, INC., a Washington corporation (the "Company"), of $250,000 principal amount of the Company's "Convertible Note" which are in the aggregate convertible into a total of 625,000 shares of the Company's common stock (the "Notes"). Purchaser acknowledges that he or she has received and reviewed the Company's most recent Annual Report, Interim Quarterly Reports and Current Reports filed with the Securities and Exchange Commission describing the Company (the "SEC Reports:)
Convertible Note Subscription AgreementConvertible Note Subscription Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • New South Wales
AMENDMENT NO. 1 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (Mudrick Entities)Convertible Note Subscription Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers)
This AMENDMENT NO. 1 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into on December 8, 2022, by and among InterPrivate II Acquisition Corp., to be renamed Getaround, Inc., a Delaware corporation (the “Issuer”), and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Subscriber”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Convertible Note Subscription Agreement (as defined below).
AMENDMENT NO. 1 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 16th, 2024 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This Amendment No. 1 to Convertible Note Subscription Agreement (this “Amendment”) is made and entered into effective as of January 10, 2024, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), and Callaway Capital Management LLC (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below).
CONVERTIBLE Note Subscription AgreementConvertible Note Subscription Agreement • July 13th, 2020 • Churchill Capital Corp III • Blank checks • Delaware
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into this 12 day of July, 2020, by and among Churchill Capital Corp III, a Delaware corporation (the “Issuer”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music”), Polaris Intermediate Corp., a Delaware corporation and wholly-owned subsidiary of Music (the “Guarantor”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 20th, 2021 • L&F Acquisition Corp. • Blank checks • New York
INDENTURE dated as of [●], 2022 between ZEROFOX HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national bank association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Convertible Note Subscription AgreementConvertible Note Subscription Agreement • June 10th, 2021 • Vinco Ventures, Inc. • Games, toys & children's vehicles (no dolls & bicycles)
The Company and ZASH Global Media and Entertainment Corp., an affiliate of the Investor (the “Investor Affiliate”), entered into that certain Securities Purchase Agreement, dated as of February 23, 2021, together with other parties thereto (as amended, the “SPA”), pursuant to which the Investor Affiliate is obligated to make certain cash payments to the Company in accordance with the terms thereof.
EXHIBIT 10.35 CONVERSION ELECTION LETTER DATED OCTOBER 30, 2006 FROM HENRY ZAKS October 30, 2006 Henry Zaks 1746 Cole Boulevard, Suite 225 Golden, CO 80401-3210 China Wireless Communications, Inc. Board of Directors 1746 Cole Boulevard, Suite 225...Convertible Note Subscription Agreement • November 14th, 2006 • China Wireless Communications Inc • Services-computer integrated systems design
At this time I would like to request conversion of the Convertible Note Subscription Agreement dated as of May 3, 2006 in the amount of $23,217 plus interest, totaling $24,127 due October 2, 2006 to common stock of China Wireless Communications, Inc. according to the terms of the Note.
EXHIBIT 10.34 CONVERSION ELECTION LETTER DATED OCTOBER 5, 2006 FROM PEDRO E. RACELIS III October 5, 2006 Pedro E. Racelis III 1746 Cole Boulevard, Suite 225 Golden, CO 80401-3210 China Wireless Communications, Inc. Board of Directors 1746 Cole...Convertible Note Subscription Agreement • November 14th, 2006 • China Wireless Communications Inc • Services-computer integrated systems design
At this time I would like to request conversion of the Convertible Note Subscription Agreement dated as of May 3, 2006 in the amount of $15,500.00 due July 2, 2006 to common stock of China Wireless Communications, Inc. according to the terms of the Note.
Stock Code: 313) THE CONVERTIBLE NOTE IN THE PRINCIPAL AMOUNT OF HK$5,050,000Convertible Note Subscription Agreement • August 1st, 2006
This announcement is released through the web-site of The Stock Exchange of Hong Kong Limited only and no publication in the newspapers is made.
SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 5th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Second Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). Each of Iris, ParentCo, Subscriber and Liminatus is also referred to herein as a “Party” and, collectively, the “Parties”.
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • March 15th, 2024 • Florida
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Second Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). Each of Iris, ParentCo, Subscriber and Liminatus is also referred to herein as a “Party” and, collectively, the “Parties”.
AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). Each of Iris, ParentCo, Subscriber and Liminatus is also referred to herein as a “Party” and, collectively, the “Parties”.
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • March 24th, 2010 • CNC Development Ltd. • Services-engineering, accounting, research, management • Virgin Islands
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation ( “IRIS”), IRIS Parent Holding Corp., a Delaware corporation (the “Issuer” or “ParentCo”) and the undersigned subscriber (“Subscriber”).
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • November 26th, 2024 • Electra Battery Materials Corp • Miscellaneous electrical machinery, equipment & supplies
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on November 25, 2024, by and among Electra Battery Materials Corporation (the “Issuer”), a corporation continued under the Canada Business Corporations Act (the “Act”), and the undersigned subscriber (“Subscriber”).
ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT made as of March 14, 2012 Among CIRCLE STAR ENERGY CORP. as issuer and THE HOLDER OF 10% CONVERTIBLE NOTES, DUE MARCH 14, 2013 and Relating to the issuance of 10% Convertible Notes, due...Convertible Note Subscription Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
NOW THEREFORE THIS ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT is hereby covenanted, agreed and declared as follows.
PEAK BIO, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 22nd, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Convertible Note Subscription Agreement (this “Subscription Agreement”) is made as of the 18th day of December, 2023, by and among Peak Bio, Inc., a Delaware corporation (the “Peak”), and each of the investors listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”).
