Convertible Note Purchase Agreement Sample Contracts

RECITALS
Convertible Note Purchase Agreement • April 15th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
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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 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;

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”).

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
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 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;

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.

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”).

CARBYLAN THERAPEUTICS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 6th, 2015 • Carbylan Therapeutics, Inc. • Pharmaceutical preparations • California

THE INDEBTEDNESS AND SECURITIES EVIDENCED HEREBY ARE SUBORDINATED TO THE INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 26, 2011 BETWEEN SILICON VALLEY BANK AND THE COMPANY, AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME AND OTHER INDEBTEDNESS AND OBLIGATIONS OWED BY THE COMPANY TO OTHER BANKS OR FINANCIAL INSTITUTIONS AS MAY BE APPROVED BY THE COMPANY’S BOARD OF DIRECTORS.

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”).

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
Convertible Note Purchase Agreement
Convertible Note Purchase Agreement • February 28th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York

This Convertible Note Purchase Agreement (this “Agreement”), dated as of February [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

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
Convertible Note Purchase Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of August 31, 2022, by and among M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (the “Lead Investor”), 3A Capital Establishment, a company registered in Liechtenstein with offices at Austrasse 40 Vaduz N2 9490, Liechtenstein (the “Co-Investor”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx” or the “Company”).

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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:

AMERICAN WATER STAR, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Nevada

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this "Agreement"), dated this _______ day of _______________, 2002, is between AMERICAN WATER STAR, INC., a Nevada corporation and its affiliates, as hereinafter defined (the "Borrower"), and the individuals named in Schedule 1 attached hereto, their successors and assigns (individually, a "Purchaser" and together, the "Purchasers"). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article VIII.

GETAROUND, INC. SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • October 25th, 2022 • InterPrivate II Acquisition Corp. • Services-auto rental & leasing (no drivers) • Delaware

This Subordinated Convertible Note Purchase Agreement (this “Agreement”) is made as of May 24, 2022 by and between Getaround, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • September 24th, 2018 • Niu Technologies • Motor vehicles & passenger car bodies • Hong Kong

The Company and the Purchasers are hereinafter collectively referred to as the “Parties” and respectively referred to as a “Party”.

LIVEDEAL, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Nevada

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).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 10th, 2011 • Ceres, Inc. • Agricultural production-crops • New York

per share of Common Stock are subject to adjustment from time to time as provided in Section 10 below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 4th, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • Hong Kong
LOTUS TECHNOLOGY INC. as the Issuer and [●] as the Investor CONVERTIBLE NOTE PURCHASE AGREEMENT Contents
Convertible Note Purchase Agreement • October 16th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
Contract
Convertible Note Purchase Agreement • August 6th, 2009 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Delaware

THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. THE TRANSFER OF THIS SECURITY IS ALSO SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF JANUARY 16, 2008, AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN QUANTUM FUEL SYSTEMS TECHNOL

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • February 1st, 2024 • XCHG LTD • Power, distribution & specialty transformers • Hong Kong

Each of the Company, the Founders and the Purchaser shall be referred to individually as a “Party” and collectively as the “Parties”.

NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN...
Convertible Note Purchase Agreement • June 29th, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida

THIS WARRANT IS SUBJECT TO THE TERMS OF THE CONVERTIBLE NOTE PURCHASE AGREEMENT, DATED AS OF FEBRUARY 16, 2007 BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT.

GENO LLC CONVERTIBLE NOTE PURCHASE AGREEMENT JULY 27, 2010
Convertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of July 27, 2010, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the purchasers (each individually a “Purchaser,” and collectively the “Purchasers”) named on the Schedule of Purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”).

AMENDMENT NO. 2 TO CONVERTIBLE NOTE PURCHASE AGREEMENT AND SECURITY AGREEMENT
Convertible Note Purchase Agreement • August 15th, 2008 • Puredepth, Inc. • Electronic components, nec • California

This Amendment No. 2 to Convertible Note Purchase Agreement and Security Agreement is entered into as of August 12, 2008 (this “Amendment”), by and between PureDepth, Inc. (the “Company”) and K One W One Limited (the “Purchaser”).

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