Convertible Notes Purchase Agreement Sample Contracts

UBER TECHNOLOGIES, INC. UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT DECEMBER 3, 2014
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Unsecured PIK Convertible Notes Purchase Agreement (the “Agreement”) is made as of December 3, 2014 (the “Agreement Date”) by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), DRT Investors Master Fund LP (the “GS Purchaser”) and the several investors listed on Schedule I hereto, if any (the “Additional Purchasers” and together with the GS Purchaser, the “Purchasers” and individually, a “Purchaser”).

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BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES PURCHASE AGREEMENT December 18, 2023
Convertible Notes Purchase Agreement • December 18th, 2023 • 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 Purchasers 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 to be dated as of the 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 a security agreement in substantially the form attached hereto as Exhibit E to be dated as of the Closing Date (the “Security Agreement”).

UBER TECHNOLOGIES, INC. AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 24, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and ICQ Opportunities Fund 4, L.P., a Delaware limited partnership (the “Iconiq Purchaser”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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.

UBER TECHNOLOGIES, INC. AMENDMENT NO. 1 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 2, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and each New Purchaser as of the date hereof. Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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.

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

UBER TECHNOLOGIES, INC. AMENDMENT NO. 1 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 2, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and each New Purchaser as of the date hereof. Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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 by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of January 7, 2016
Convertible Notes Purchase Agreement • January 25th, 2016 • MakeMyTrip LTD • Transportation services • 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”).

UBER TECHNOLOGIES, INC. AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 24, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and ICQ Opportunities Fund 4, L.P., a Delaware limited partnership (the “Iconiq Purchaser”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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”).

AMENDMENT No. 1 to UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”), dated as of December 15, 2014, by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), and DRT Investors Master Fund LP, a Delaware limited partnership (the “GS Purchaser”) hereby amends that certain Unsecured PIK Convertible Notes Purchase Agreement, dated as of December 3, 2014, by and between the Company and GS Purchaser (the “Agreement”):

UBER TECHNOLOGIES, INC. UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT JUNE 5, 2015
Convertible Notes Purchase Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Unsecured PIK Convertible Notes Purchase Agreement (the “Agreement”) is made as of June 5, 2015 (the “Agreement Date”) by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and the several investors listed on Schedule I hereto, if any (the “Additional Purchasers” and together with the HH Purchaser, the “Purchasers” and individually, a “Purchaser”).

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
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 No. 1 to UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”), dated as of December 15, 2014, by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), and DRT Investors Master Fund LP, a Delaware limited partnership (the “GS Purchaser”) hereby amends that certain Unsecured PIK Convertible Notes Purchase Agreement, dated as of December 3, 2014, by and between the Company and GS Purchaser (the “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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