Convertible Note Purchase Agreement Sample Contracts

RECITALS
Convertible Note Purchase Agreement • April 15th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
Convertible Note Purchase Agreement
Convertible Note Purchase Agreement • June 5th, 2025 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York

This Convertible Note Purchase Agreement (this “Agreement”), dated as of June 04, 2025, 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 • April 29th, 2025 • GIGAMEDIA LTD • Services-computer programming, data processing, etc.
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”).

PICARD MEDICAL, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT INSTRUCTIONS FOR PURCHASE
Convertible Note Purchase Agreement • December 26th, 2024 • Picard Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 5th, 2024, by and among Picard Medical, Inc., a Delaware corporation (the “Company”), and the investor identified on Exhibit A attached hereto (“Purchaser”). “Parties” shall mean the Company and the Purchaser, and each may be individually referred to in this Agreement as a “Party.”

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
Convertible Note Purchase Agreement • November 29th, 2024 • CIMG 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 • March 21st, 2025 • Vsee Health, Inc. • Services-health services • Nevada

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of March 20, 2025 and between [______________] with its principal office located at [______________] (on its own behalf or that of its designees, collectively, the “Purchaser”), and VSee Health, Inc., a Delaware corporation with its principal office located at 980 N. Federal Hwy, #304, Boca Raton, Florida 33432 (“VSee” or the “Company”).

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 • April 29th, 2026 • GIGAMEDIA LTD • Services-computer programming, data processing, etc.
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”).

Contract
Convertible Note Purchase Agreement • July 29th, 2024 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong

***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.***

SECOND AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • September 12th, 2025 • VIP Play, Inc. • Retail-miscellaneous retail

This Second Amendment to Convertible Note Purchase Agreement, dated September 8, 2025, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and Dennis Colletti, an individual (the “Purchaser”) (this “Amendment”), is effective August 28, 2025.

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 • 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
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: