Convertible Note Purchase Agreement Sample Contracts

Kodiak Sciences Inc. – Convertible Note Purchase Agreement (September 7th, 2018)

This Convertible Note Purchase Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of February 2, 2018 (the Effective Date) by and among Kodiak Sciences Inc., a Delaware corporation (the Company), and the purchasers from time to time party hereto (each a Purchaser and collectively, the Purchasers), and, solely for purposes of Section 2.3, Baker Bros. Advisors LP.

Convertible Note Purchase Agreement (August 31st, 2018)

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made as of the respective dates set forth on the signature pages hereto by and among Seelos Therapeutics, Inc., Inc., a Delaware corporation (the "Company"), and the parties (each, individually, a "Lender," and, collectively, the "Lenders") listed on the Schedule of Lenders attached to this Agreement as EXHIBIT A (the "Schedule of Lenders").

You On Demand Holdings Inc – Amended and Restated Convertible Note Purchase Agreement (August 20th, 2018)

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").

You On Demand Holdings Inc – Convertible Note Purchase Agreement (August 10th, 2018)

This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated June 21, 2018, is entered into by and between Seven Stars Cloud Group, Inc., an exempted company with limited liability 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").

Parallax Health Sciences, Inc. – Amendment to Convertible Note Purchase Agreement and Note Parallax Health Sciences, Inc. (June 22nd, 2018)

THIS FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTE (the "Amendment") is executed as of this __ day of June, 2018 (the "Effective Date") by and between Parallax Health Sciences, Inc., a Nevada corporation, with its principal office at 1327 Ocean Ave., Suite M, Santa Monica, CA 90401, (the "Company") and _________________________, (the "Purchaser").

Uxin Ltd – Convertible Note Purchase Agreement (June 13th, 2018)

This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated June 9, 2018, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Company), CNCB (Hong Kong) Investment Limited, a company incorporated under the laws of Hong Kong (the Purchaser), and CNCB (Hong Kong) Capital Limited, a company incorporated under the laws of Hong Kong (the Placing Agent).

Uxin Ltd – Convertible Note Purchase Agreement (June 13th, 2018)

This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated June 12, 2018, 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 Golden Fortune Company Limited, a company incorporated under the laws of the Cayman Islands (the Purchaser).

Puxin Ltd – Convertible Note Purchase Agreement (May 18th, 2018)
Puxin Ltd – Amendment to Convertible Note Purchase Agreement (May 18th, 2018)

This AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this Amendment), is made and entered into on September 28, 2017 by and among:

Kodiak Sciences Inc. – Convertible Note Purchase Agreement (April 30th, 2018)

This Convertible Note Purchase Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of February 2, 2018 (the Effective Date) by and among Kodiak Sciences Inc., a Delaware corporation (the Company), and the purchasers from time to time party hereto (each a Purchaser and collectively, the Purchasers), and, solely for purposes of Section 2.3, Baker Bros. Advisors LP.

Sgoco Group Ltd – Convertible Note Purchase Agreement (April 19th, 2018)

This Convertible Note Purchase Agreement (the "Agreement"), is made as of the 18 day of April, 2018, by and between SGOCO Group, Ltd., a Cayman Islands limited company (the "Company"), and Lin So Chun, holder of Hong Kong Identity Card No. D580537(7), of 1603, 16/F, Wing Tak Comm. Center, 177-183 Wing Lok Street, Shueng Wan, Hong Kong ("Purchaser").

Probe Manufacturing – Convertible Note Purchase Agreement (February 15th, 2018)

This convertible note Purchase Agreement (this "Agreement") is dated February 13, 2018, by and among Clean Energy Technologies, Inc. a Nevada corporation (the "Company"), and Confections Ventures Limited, a British Virgin Island company (the "Purchaser").

Puxin Ltd – Amendment to Convertible Note Purchase Agreement (February 8th, 2018)

This AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this Amendment), is made and entered into on September 28, 2017 by and among:

Puxin Ltd – Convertible Note Purchase Agreement (February 8th, 2018)
Amendment to Convertible Note PURCHASE AGREEMENT (June 19th, 2017)

This Amendment, dated May 26, 2017 (this "Amendment") amends the Convertible Note Purchase Agreement dated as of January 27, 2017 (the "Agreement") among American Power Group Corporation, a Delaware corporation (the "Company"), and the purchasers identified in the Agreement (each, a "Purchaser" and collectively the "Purchasers"). Capitalized terms used in this Amendment without definition shall have the respective meanings assigned to them in the Agreement.

Bitauto Holdings Limited – Amendment to Convertible Note Purchase Agreement (April 28th, 2017)
Netqin Mobile Inc. – CONVERTIBLE NOTE PURCHASE AGREEMENT by and Between NQ MOBILE INC. And ZHONGZHI HI-TECH OVERSEAS INVESTMENT LTD. Dated as of September 23, 2016 (April 26th, 2017)
Fuse Enterprises Inc. – Convertible Note Purchase Agreement (February 13th, 2017)

This Convertible Note Purchase Agreement (the "Agreement"), is made as of the 19th day of December, 2016, by and between Fuse Enterprises Inc., a Nevada corporation (the "Company"), and Landbond Home Limited, a company organized under the laws of Samoa ("Purchaser").

Convertible Note PURCHASE AGREEMENT (February 1st, 2017)

This Convertible Note Purchase Agreement (this "Agreement") is dated as of January 27, 2017, between American Power Group Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, a "Purchaser" and collectively the "Purchasers").

AMENDMENT NO. 2 TO CONVERTIBLE NOTE PURCHASE AGREEMENT Up to $10,000,000 Principal Amount Convertible Notes (December 29th, 2016)

This is Amendment No. 2 (this "Second Amendment") to that certain Convertible Note Purchase Agreement, dated January 7, 2014, and amended as of October 29, 2014, by and between the undersigned, Live Ventures Incorporated, a Nevada corporation then known as LiveDeal, Inc. (the "Company"), and Kingston Diversified Holdings LLC (the "Purchaser"). Pursuant to such Agreement as so initially amended, the Company proposed to issue and sell to the Purchaser for cash up to $10,000,000 in principal amount of the Company's Convertible Notes (collectively, the "Notes"). The Notes were to be issued pursuant to and subject to the terms and conditions of such Agreement, as so initially amended (the terms "Agreement" or "Purchase Agreement" as used therein or in any Exhibit or Schedule thereto shall mean such Agreement, as so initially amended, and the Exhibits and Schedules thereto, individually and collectively, as they may from time to time thereafter be modified or amended). As of the date hereof,

AMENDMENT NO. 1 TO CONVERTIBLE NOTE PURCHASE AGREEMENT Up to $10,000,000 Principal Amount Convertible Notes October 29, 2014 (December 29th, 2016)
Livedeal, Inc. Convertible Note Purchase Agreement (December 29th, 2016)

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).

Sealand Natural Resources Inc – Convertible Note PURCHASE AGREEMENT (December 15th, 2016)

This convertible note Purchase Agreement (this "Agreement") is dated as of August ___, 2016, by and among Sealand Natural Resources Inc., a Nevada corporation (the "Company"), and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a "Purchaser," and collectively the "Purchasers").

Burcon Nutrascience – Burcon Nutrascience Corporation Convertible Note Purchase Agreement (July 27th, 2016)

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").

Ctrip.Com International – CONVERTIBLE NOTE PURCHASE AGREEMENT by and Among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. And YHG INVESTMENT, L.P. Dated as of December 9, 2015 (April 22nd, 2016)
COHERUS BIOSCIENCES, INC., as Issuer, the Guarantors From Time to Time Party Hereto, as Guarantors AND HealthCare Royalty Partners III, L.P., MX II Associates LLC, KMG Capital Partners, LLC AND KKR Biosimilar L.P., Each as an Investor Senior Convertible Note Purchase Agreement Dated as of February 29, 2016 8.2% Convertible Senior Notes Due 2022 (February 29th, 2016)

SENIOR CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of February 29, 2016 (the "Closing Date") among Coherus BioSciences, Inc., a Delaware corporation, as Issuer (the "Company"), InteKrin Therapeutics Inc., a Delaware corporation, and Coherus Intermediate Corp., a Delaware corporation, as the Guarantors (as defined below), and HealthCare Royalty Partners III, L.P., MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P. (each, an "Investor," and, collectively, the "Investors").

Form of Convertible Note Purchase Agreement (January 5th, 2016)

This Convertible Note Purchase Agreement (the "Agreement") is made as of the [ ]th day of December, 2015 by and between Lilis Energy, Inc., a Nevada corporation (the "Company"), and [ ] (the "Purchaser").

Lilis Energy, Inc. – Form of Convertible Note Purchase Agreement (January 5th, 2016)

This Convertible Note Purchase Agreement (the "Agreement") is made as of the [ ]th day of December, 2015 by and between Lilis Energy, Inc., a Nevada corporation (the "Company"), and [ ] (the "Purchaser").

Paragon R E Eqty & Inv Trust – Paragon Real Estate Equity & Investment Trust Convertible Note Purchase Agreement (November 20th, 2015)

This Convertible Note Purchase Agreement (the "Agreement") is entered into as of November 20, 2015 (the "Effective Date"), by and between Paragon Real Estate Equity & Investment Trust, a Maryland corporation (the "Company"), and _____________________, an individual (the "Subscriber").

Convertible Note (November 17th, 2015)

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").

Arno Therapeutics, Inc – Convertible Note Purchase Agreement (October 26th, 2015)

This Convertible Note Purchase Agreement (the "Agreement") is made and entered into as of October 21, 2015, by and among Arno Therapeutics, Inc., a Delaware corporation (the "Company"), and the individuals and/or entities listed on Exhibit A attached hereto (each, a "Purchaser," collectively, the "Purchasers").

Eagle Mountain Corp – Convertible Note Purchase Agreement (September 14th, 2015)

WHEREAS, on the terms and subject to the conditions set forth herein, the Subscriber is willing to purchase from the Company and the Company is willing to sell to the Subscriber, a convertible note in the aggregate sum of $ .

Convertible Note (September 10th, 2015)

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").

Quantum Fuel Systems Technologies – QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. AND THE PURCHASERS NAMED HEREIN CONVERTIBLE NOTE PURCHASE AGREEMENT June 29, 2015 QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT (July 1st, 2015)

This Convertible Note Purchase Agreement (this "Agreement") is made as of June 29, 2015 by and between QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC., a Delaware corporation (the "Company"), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a "Purchaser", and collectively, the "Purchasers").

Convertible Note Purchase Agreement (June 4th, 2015)

This Convertible Note Purchase Agreement (this "Agreement") is dated as of June 2, 2015, between American Power Group Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, a "Purchaser" and collectively the "Purchasers").