Convertible Promissory Note Purchase Agreement Sample Contracts

RECITALS
Convertible Promissory Note Purchase Agreement • May 3rd, 2007 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts
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CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • November 1st, 2024 • Nvni Group LTD • Services-prepackaged software • New York

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2024, is entered into by and between NVNI GROUP, Ltd., a Cayman Islands company (the “Company”), and Heru Investment Holdings Limited, a company established under the laws of British Virgin Islands (the “Investor”). The Company and the Investor are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • March 1st, 2022 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated effective as of September 19, 2016 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the “Company”), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Vallon Pharmaceuticals, Inc. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • January 14th, 2021 • Vallon Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Convertible Promissory Note Purchase Agreement (the “Agreement”) is made as of January 11, 2021 (the “Effective Date”) by and among Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • October 31st, 2023 • Navy Capital Green Management, LLC • Medicinal chemicals & botanical products • New York

This Convertible Promissory Note Purchase Agreement, dated as of October 6, 2021 (this “Agreement”), is entered into by and among 4Front Ventures Corp., a British Columbia corporation (the “Company”), Navy Capital Green Fund, LP, a Delaware limited partnership (the “Lead Investor”), Navy Capital Green Co-Invest Fund, LLC, a Delaware limited liability company (“Navy Co-Invest”) and HI 4Front, LLC, a Delaware limited liability company (“HI 4Front” and, together with the Lead Investor and Navy Co-Invest, the “Investors”).

SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • December 22nd, 2015 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs

SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Second Amended and Restated Amendment"), effective as December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (formerly Kesselring Holding Corporation, the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This Second Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014 (the "Original Purchase Agreement"), as amended by First Amendment to Convertible Promissory Note Purchase Agreement, effective as of January 12, 2015 (the "First Amended Purchase Agreement"), as further amended in Section 4.5 of the Convertible Promissory Note Purchase Agreement by and between the Company and the Investor, effective as of May 13, 2015 (the

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • December 17th, 2014 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of February 20, 2013 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

EXHIBIT A 3PEA TECHNOLOGIES, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT __________________________ INSTRUCTIONS
Convertible Promissory Note Purchase Agreement • June 24th, 2005 • 3pea Technologies Inc. • Services-business services, nec • Nevada
EX-10.22 2 dex1022.htm CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • May 5th, 2020 • Delaware

This Convertible Promissory Note Purchase Agreement (this “Agreement”) is entered into as of May 31, 2011, by and among AxoGen Corporation, a Delaware corporation (the “Company”) and the Persons listed on Schedule A attached hereto, as such Schedule A may be amended from time to time (individually, a “Purchaser” and collectively, the “Purchasers”).

Convertible promissory note purchase agreement
Convertible Promissory Note Purchase Agreement • May 25th, 2023 • Delaware

A convertible promissory note is a legal document that is a type of debt instrument that can be converted into equity for a business. A convertible promissory note will typically have a fixed interest rate and a maturity date, but the holder has the option to convert it into shares at any time before its due date. This means that if an investor holds this security until maturity, they are entitled to receive their original investment plus interest payments, or they can convert it into shares in order to reap profits from your company's growth.Convertible promissory notes are commonly used in the fundraising space when businesses need to raise capital for their growth. When the loan matures, it can be repaid in cash or stock. This type of financing is often used by startups who need money for their business but don't want to give up any ownership shares in their company.

EX-10.19 15 d408900dex1019.htm EX-10.19 Execution Version CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • May 5th, 2020 • Delaware

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 18, 2017, by and among Altimmune, Inc., a Delaware corporation (the “Company”), the purchasers listed on the Schedule of Purchasers attached as Exhibit A-1 hereto on the date hereof (each a “Purchaser” and together the “Purchasers”). The Parties hereby agree as follows:

EX-4.1 3 notepurchaseagm.htm CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • May 5th, 2020 • New York

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement") dated as of October ____, 2006, is entered into between NorthTech Corporation, a Nevada corporation (the "Company" or "NorthTech"), and Bank Sal. Oppenheim Jr. & Cie, a ____________ corporation ("Oppenheim").

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • November 8th, 2013 • 500.com LTD • Services-miscellaneous amusement & recreation • New York

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 20, 2013, is entered into by and among 500.com Limited, a company established under the laws of the Cayman Islands (the “Company”), and Sequoia Capital 2010 CGF Holdco, Ltd., a company established under the laws of the Cayman Islands (the “Investor”). The Company and the Investor are hereinafter collectively referred to as the “parties” and each individually as a “party.”

NEW JERSEY MINING COMPANY CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • April 19th, 2021 • New Jersey Mining Co • Gold and silver ores • Idaho

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is made as of April 14, 2021 (the "Effective Date") by and among New Jersey Mining Company, an Idaho corporation (the "Company"), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a "Purchaser" and collectively, the "Purchasers").

THIRD AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • March 20th, 2008 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations • Massachusetts

This THIRD AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT, dated as of March 18, 2008 is made between the purchaser listed on the signature pages hereto (the “$5 Million Note Purchaser”) and the “Purchasers” (as defined below), and ALSERES PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • October 23rd, 2023 • Ohio

, a Ohio corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collec- tively, the “Purchasers”).

WESTMINSTER PHARMACEUTICALS, LLC CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • October 27th, 2015 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of October __, 2015 (the “Effective Date”) by and among WESTMINSTER PHARMACEUTICAL, LLC, Inc., a Delaware limited liability Company (the “Company”), TRXADE GROUP, INC., a Delaware corporation and parent to the Company, (the “Parent”), and Gajan A. Mahendiran and Amudha Mahendiran (collectively, the “Purchaser”)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • December 4th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Convertible Promissory Note Purchase Agreement (this “Agreement”) is made as of November 28, 2006, by and among Medical Solutions Management Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule 1 (collectively the “Investors” and each individually, an “Investor”).

ANTELOPE ENTERPRISE HOLDINGS LIMITED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • October 9th, 2024 • Antelope Enterprise Holdings LTD • Communications services, nec • New York

This Convertible Promissory Note and Warrant Purchase Agreement (this “Agreement”) is made as of September 25, 2024, by and between ANTELOPE ENTERPRISE HOLDINGS LIMITED, a company organized under the laws of British Virgin Islands (the “Company”), and Indigo Capital LP, a limited partnership organized under the laws of the Cayman Islands (the “Purchaser”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • October 11th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware

This Convertible Promissory Note Purchase Agreement (this “Agreement”) is made and entered into as of by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • April 7th, 2021 • Delaware

[ ] [ ], 2013 (the “Effective Date”) by and among Elemental 3 LLC, a Delaware limited liability company (the “Company”), and the persons and/or entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”), pursuant to the amendments, terms and conditions set forth in the First Amendment to the Convertible Promissory Note Purchase Agreement (the “First Amendment”) dated November 27, 2013.

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Physical setting in literature
Convertible Promissory Note Purchase Agreement • August 25th, 2021

This sample Form of Convertible Promissory Note Purchase Agreement is for use in an early round seed financing from an individual angel investor or a small group of individual angel investors resident in the United States which is negotiated directly by both the Company and the investing party. This sample form is not intended for a larger-scale offering of convertible notes to several investors pursuant to a private placement offering or solicitation, but rather in a sale to one or a few accredited investors in a privately negotiated transaction. Download Documents: Convertible Note Purchase Agreement with Form of Note This article is intended to provide a quick overview and explanation of the principal documents in a fundraising where the investors are purchasing convertible debt. Unlike a stock transaction, these convertible debt deals do not alter the capitalization of the company by adding new stockholders until the debt is converted into equity. Compared to stock deals, there are

SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • November 14th, 2007 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations • Massachusetts

This SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT, dated as of August 13, 2007 is made between the purchaser listed on the signature pages hereto (the “Purchaser”), the Amended Note Purchasers (as defined below), and ALSERES PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).

COMPANY NAME] CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • September 18th, 2020 • Ontario

This Convertible Promissory Note Purchase Agreement (the “Agreement”) is made as of __________, 2013 (the “Effective Date”) by and among [Company Name], a corporation incorporated under the [laws of the Province of Ontario or the Federal laws of Canada] (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • December 25th, 2022 • Delaware

TRANSCODE THERAPEUTICS, INC., a Delaware corporation, (the “Company”) and the persons listed on Schedule 1 hereto (the “Investors” and, each individually, an “Investor”) hereby agree as follows:

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTE
Convertible Promissory Note Purchase Agreement • June 3rd, 2016 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries

THIS FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTE (the “Amendment”) is executed as of this 2nd day of June, 2016 (“Effective Date”) by and among WESTMINSTER PHARMACEUTICAL, LLC, a Delaware limited liability Company (the “Company”), TRXADE GROUP, INC., a Delaware corporation and parent to the Company, (the “Parent”), and Gajan A. Mahendiran and Amudha Mahendiran (collectively, the “Purchaser”).

Amendment to Convertible Promissory Note Purchase Agreement AND CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note Purchase Agreement • November 7th, 2023 • Tigo Energy, Inc. • Semiconductors & related devices • Delaware

THIS Amendment to CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made as of September 24, 2023 by and among Tigo Energy, Inc., a Delaware corporation (the “Company”), and L1 Energy Capital Management S.à.r.l., the energy investment division of LetterOne (the “Purchaser”).

AMENDMENT I TO THIRD AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • December 28th, 2009 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations

Alseres Pharmaceuticals, Inc. and the Purchasers listed below agree to the following amendment to the Third Amended and Restated Convertible Promissory Note Purchase Agreement:

OWP VENTURES, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • February 25th, 2019 • One World Pharma, Inc. • Services-prepackaged software • Delaware

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 14, 2019 (the “Effective Date”), is entered into by and among OWP Ventures, Inc., a Delaware corporation (the “Company”), and the undersigned investors (individually an “Investor” and collectively, the “Investors”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • June 30th, 2008 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations • Massachusetts

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT, dated as of June 25, 2008 is made between Robert Gipson (the “Purchaser”) and ALSERES PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).

February 27, 2018
Convertible Promissory Note Purchase Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment

Reference is made to (i) the Convertible Promissory Note Purchase Agreement, dated as of June 26, 2015, as amended, (the “2015 Agreement”) between HyperSciences, Inc., a Delaware corporation (the “Company”) and the Purchasers listed on the schedule of purchasers attached thereto (the “2015 Purchasers”) pursuant to which the Company issued Convertible Promissory Notes (the "2015 Notes") to 2015 Purchasers in exchange for investments equal to the respective principal amounts of such 2015 Notes, as provided therein and (ii) the Convertible Promissory Note Purchase Agreement, dated as of February 8, 2017, as amended, (the “2017 Agreement” and together with the 2015 Agreement the “Purchase Agreements”) between the Company and the Purchasers listed on the schedule of purchasers attached thereto (the “2017 Purchasers” and together with the 2015 Purchasers, the “Purchasers”) pursuant to which the Company issued Convertible Promissory Notes (the "2017 Notes" and together with the 2015 Notes, th

ANTELOPE ENTERPRISE HOLDINGS LIMITED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • December 17th, 2024 • Antelope Enterprise Holdings LTD • Communications services, nec • New York

This Convertible Promissory Note and Warrant Purchase Agreement (this “Agreement”) is made as of November 19, 2024, by and between ANTELOPE ENTERPRISE HOLDINGS LIMITED, a company organized under the laws of British Virgin Islands (the “Company”), and Indigo Capital LP, a limited partnership organized under the laws of the Cayman Islands (the “Purchaser”).

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT 1
Convertible Promissory Note Purchase Agreement • September 16th, 2016

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of _______ is entered into by and between [Insert Name of the Borrowing/Issuing Corporation], a ____ [Insert State of Incorporation] corporation2 (the “Company”), and [Insert Name of Investor or Investment Group] (the “Investor”)3. Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • February 13th, 2015 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs

First Amendment to Convertible Promissory Note Purchase Agreement (this “First Amendment”), effective as of January 12, 2015, is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”).

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