Convertible Notes Purchase Agreement Sample Contracts

BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT March 8, 2024
Convertible Notes Purchase Agreement • March 11th, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations

The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is acquiring Purchaser New Notes hereunder, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”) as of the date first written above, whereby the Purchaser will purchase the Company’s new 11.00%/13.00% Convertible Senior Secured Notes 2028 (the “New Notes”) that will be issued pursuant to the provisions of an indenture dated as of December 19, 2023 (the “Indenture”) attached hereto as Exhibit B between the Company, the guarantors party thereto and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), as amended by the supplemental indenture to be dated as of the Closing Date (as defined below) between the Company, the guarantors party thereto and the Trustee in the form attached hereto as Exhibit C (the “New Notes Supplemental

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MAXEON SOLAR TECHNOLOGIES, LTD. CONVERTIBLE NOTES PURCHASE AGREEMENT May 30, 2024
Convertible Notes Purchase Agreement • June 17th, 2024 • Zhonghuan Singapore Investment & Development Pte. Ltd. • Semiconductors & related devices • New York

THIS CONVERTIBLE NOTES PURCHASE AGREEMENT (the “Agreement”) is made as of May 30, 2024, by and between Maxeon Solar Technologies, Ltd., a company incorporated in Singapore with company registration number 201934268H (the “Company”), and Zhonghuan Singapore Investment and Development Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore with company registration number 201939428H (the “Investor”).

EX-99.2 3 d113454dex992.htm EX-99.2 CONVERTIBLE NOTES PURCHASE AGREEMENT by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of January 7, 2016 EXHIBIT A-1 FORM OF FIRST CLOSING NOTE EXHIBIT A-2 FORM OF SECOND CLOSING NOTE...
Convertible Notes Purchase Agreement • May 5th, 2020 • 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;

AMENDMENT NO. 3 TO CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • December 29th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas

This Amendment No. 3 to Convertible Notes Purchase Agreement (this “Amendment”) is entered into on this 22nd day of December, 2008, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Issuer”), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “Purchaser”), to amend, as hereinafter set forth, the terms of that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser, as previously amended on June 19, 2007 and November 10, 2008 (as amended, the “Purchase Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

Wits Basin Precious Minerals, Inc.
Convertible Notes Purchase Agreement • November 5th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores

This letter is to confirm our understanding that China Gold has agreed to, with respect to (i) that certain Convertible Note of Wits Basin dated April 10, 2007 issued in favor of China Gold in the principal amount of $3,000,000 (“Note 1”), (ii) that certain Convertible Note of Wits Basin dated May 7, 2007 issued in favor of China Gold in the principal amount of $2,000,000 (“Note 2”), (iii) that certain Convertible Note of Wits Basin dated July 19, 2007 issued in favor of China Gold in the principal amount of $4,000,000 (“Note 3”), and (iv) that certain Convertible Note of Wits Basin dated July 7, 2007 issued in favor of China Gold in the principal amount of $800,000 (“Note 4”; collectively with Note 1, Note 2 and Note 3, the “Notes”), amend the Maturity Date of each Note (as defined in each Note, respectively) to February 28, 2008.

ADVAXIS SECURES $6.0 MILLION IN FINANCING
Convertible Notes Purchase Agreement • May 9th, 2011 • Advaxis, Inc. • Pharmaceutical preparations

Princeton, NJ – May 9, 2011 – Advaxis, Inc., (OTCBB: ADXS), the live, attenuated Listeria monocytogenes (Listeria) immunotherapy company, has entered into a definitive convertible notes purchase agreement (Agreement) with certain accredited investors, for the purchase of the aggregate principal value of approximately $7.1 million of convertible promissory notes (Notes) for an aggregate purchase price of approximately $6.0 million. The closing of the sale of the Notes, under the Agreement, is anticipated to occur on or about May 12, 2011, subject to customary closing conditions.

MAXEON SOLAR TECHNOLOGIES, LTD. CONVERTIBLE NOTES PURCHASE AGREEMENT August 12, 2022
Convertible Notes Purchase Agreement • August 12th, 2022 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August [•], 2022 by and between Maxeon Solar Technologies, Ltd., a company incorporated in Singapore with company registration number 201934268H (the “Company”) and Zhonghuan Singapore Investment and Development Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore with company registration number 201939428H (“TZE”), and any other Person that becomes a party hereto by executing and delivering a joinder agreement in accordance with this Agreement.

ADVAXIS RECEIVES ADDITIONAL FINANCING
Convertible Notes Purchase Agreement • January 5th, 2012 • Advaxis, Inc. • Pharmaceutical preparations

Princeton, NJ – December 30, 2011 – Advaxis, Inc., (OTCBB: ADXS), a leader in developing the next generation of immunotherapies for cancer and infectious diseases, has entered into a definitive Convertible Notes Purchase Agreement (Agreement) with certain accredited investors, for the purchase of the aggregate principal value of approximately $1.2 million of Convertible Promissory Notes (Notes) for an aggregate purchase price of approximately $1.0 million. The closing of the sale of the Notes, under the Agreement, is anticipated to occur on or about January 6, 2012, subject to customary closing conditions.

CONVERTIBLE NOTES PURCHASE AGREEMENT by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of January 7, 2016
Convertible Notes Purchase Agreement • January 25th, 2016 • Ctrip Com International LTD • 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 Notes (as defined below) pursuant to the terms and subject to the conditions of this Agreement;

CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • June 14th, 2022 • TAL Education Group • Services-educational services • New York

This Convertible Notes Purchase Agreement (this “Agreement”) is made and entered into as of August 27, 2021, by and among TAL Education Group, a Cayman Islands company (the “Acquiror”) and [Name of Investor(s)] (“Holder” or collectively, the “Holders”).

AMENDMENT NO. 1 to CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 6th, 2012 • Empire Resources Inc /New/ • Wholesale-metals service centers & offices • New York

This AMENDMENT NO. 1 to Convertible Notes Purchase Agreement (the “Amendment”), dated March 29, 2012, is entered into by and between Empire Resources, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (the “Majority Purchasers”).

CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 16th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas

THIS CONVERTIBLE NOTES PURCHASE AGREEMENT (“Agreement”) is made as of April 10, 2007, between WITS BASIN PRECIOUS MINERALS INC., a Minnesota corporation, (the “Issuer”), and CHINA GOLD, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “Purchaser”). Issuer and Purchaser hereby agree as follows:

WEBSITE MANAGEMENT COMPANY, INC. 12% CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • December 18th, 1998 • Flashnet Communications Inc • Texas
BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT August 12, 2024
Convertible Notes Purchase Agreement • August 12th, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations

Each of the undersigned, severally and not jointly (each, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”), as of the date first written above whereby the Purchasers will purchase a new series (the “New Notes”) of the Company’s 11.00%/13.00% Convertible Senior Secured Notes due 2028 (the “2028 Notes”) that will be issued pursuant to the provisions of an amended and restated indenture to be dated as of the Initial Closing Date (as defined below) (the “Indenture”) in substantially the form attached hereto as Exhibit B between the Company and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), and secured pursuant to the terms of the security agreement (as defined in the Indenture) attached hereto as Exhibit F (the “Security Agreement”). Such New Notes will be Payment Priority New Money Notes (as defined in the Indenture).

AMENDMENT No. 2 TO CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • November 14th, 2008 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas

This Amendment No. 2 to Convertible Notes Purchase Agreement (this “Amendment”) is entered into on this 10 day of November, 2008, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Issuer”), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “Purchaser”), to amend, as hereinafter set forth, the terms of that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser, as previously amended on June 19, 2007 (as amended, the “Purchase Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

AMENDMENT TO CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • June 25th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores • Kansas

This Amendment to Convertible Notes Purchase Agreement (this “Amendment”) is entered into on this 19th day of June, 2007, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Issuer”), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “Purchaser”), to amend, as hereinafter set forth, the terms of that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser (the “Purchase Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

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