Note Purchase Agreement Sample Contracts

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXECUTION 5/1/02 AMENDED AND RESTATED NOTE PURCHASE AGREEMENTEDUCATION ONE LOAN PROGRAM
Note Purchase Agreement • May 5th, 2020 • New York

This Amended and Restated Note Purchase Agreement, by and between BANK ONE, NATIONAL ASSOCIATION ("Bank One"), a national banking association organized under the laws of the United States and having a principal office located at 100 East Broad Street, Columbus, Ohio 43215, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts ("FMC"), dated as of May 1, 2002;

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Note Purchase Agreement
Note Purchase Agreement • October 17th, 2023 • Verb Technology Company, Inc. • Services-personal services • Utah

This Note Purchase Agreement (this “Agreement”), dated as of October 11, 2023, is entered into by and between Verb Technology Company, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 20th, 2021 • Marpai, Inc. • Services-misc health & allied services, nec • New York

THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) is dated as of October 16, 2019, by and among CITTA, Inc., a Delaware corporation (the “Company”), and those individuals and/or entities listed in Exhibit A attached hereto (each a “Lender” and together the “Lenders”).

Note Purchase Agreement By and Among Credex Corporation And William Savage and Sherry Savage Dated as of May 5, 2022
Note Purchase Agreement • May 11th, 2022 • Credex Corp • Finance services • Florida

This Note Purchase Agreement (this “Agreement”) is entered into as of May 5, 2022 (the “Closing Date”), by and among (i) Credex Corporation, a Florida corporation (the “Company”) and (ii) William Savage and Sherry Savage, as joint tenants (collectively, “Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 8th, 2022 • Cosmos Group Holdings Inc. • Finance services • Hong Kong

THIS NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) dated as of August 2, 2022, is between Cosmos Group Holdings Inc., a Nevada corporation (the “Company”), and Chan Hin Yip (the “Purchaser”).

RECITALS
Note Purchase Agreement • April 3rd, 2014 • Stevia Corp • Agricultural services • Colorado
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 17th, 2017 • NuLife Sciences, Inc. • Services-advertising • California

This Note Purchase Agreement (this “Agreement”) is made and entered into as of the __ day of ______________ 20__, by and between _________________., a ________ corporation (“Seller”) and _________________________ (“Purchaser”), collectively referred to herein as the “Parties” or individually as a “Party”.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 2nd, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2020, by and among CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”) and the investor signatory hereto (the “Investor”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 24th, 2024 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
Axion International Holdings, Inc. Warrant To Purchase Common Stock
Note Purchase Agreement • October 24th, 2013 • MLTM Lending LLC • Plastics foam products • Delaware

Axion International Holdings, Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MLTM Lending, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m., Delaware time, on the Expiration Date (as defined below), Four Hundred Ninety-Seven Thousand Four Hundred Ninety-Four (497,494) fully paid, validly issued and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, no par value (the “Common Stock”). This Warrant is one of the Warrants to Purchase Common St

EXHIBIT 10.20 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (CLASS A-1 TERM NOTES AND CLASS A-2 TERM NOTES), dated as of July 10, 2008,
Note Purchase Agreement • August 11th, 2008 • Consumer Portfolio Services Inc • Finance services • New York
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 20th, 2024 • Nexien Biopharma, Inc. • Pharmaceutical preparations • Florida

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February 14, 2024, (the “Execution Date”), is entered into by and between NEXIEN BIOPHARMA, INC., a Delaware corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

CONSENT AND SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 31st, 2018 • InfraREIT, Inc. • Real estate investment trusts • New York

This CONSENT AND SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of December 21, 2018 (this “Amendment”) amends that certain Amended and Restated Note Purchase Agreement, dated as of July 13, 2010 (as amended, restated, amended and restated or otherwise modified prior to the date hereof, the “Agreement”), by and among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “Company”) and the holders of the notes issued thereunder (“Holders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as amended by this Amendment) and the rules of interpretation set forth therein shall apply to this Amendment.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 12th, 2014 • Geovic Mining Corp. • Metal mining • Delaware

This Note Purchase Agreement (this “Agreement”) is made and entered into as of May , 2014 (the “Effective Date”), by and between Geovic Mining Corp., a Delaware corporation (the “Company”), and , a (“Purchaser”). The Company and Purchaser sometimes are referred to herein collectively as the “Parties,” and each individually as a “Party.”

NOTE PURCHASE AGREEMENT By and Between KARISTONE LIMITED And IDG-ACCEL CHINA CAPITAL INVESTORS L.P. Dated as of November 9, 2015 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 17th, 2015 • Ho Chi Sing • Services-computer processing & data preparation • New York

In consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

CENTERPOINT ENERGY RESOURCES CORP. $100,000,000 5.00% SENIOR NOTES DUE FEBRUARY 3, 2042 NOTE PURCHASE AGREEMENT DATED AS OF MAY 27, 2022
Note Purchase Agreement • June 2nd, 2022 • Centerpoint Energy Resources Corp • Electric services • New York

CenterPoint Energy Resources Corp., a Delaware corporation (the “Company”), agrees with each of the purchasers listed in Schedule A hereto (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

FARMER MAC MORTGAGE SECURITIES CORPORATION as Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION as Borrower FEDERAL AGRICULTURAL MORTGAGE CORPORATION as Guarantor
Note Purchase Agreement • March 16th, 2011 • Federal Agricultural Mortgage Corp • Federal & federally-sponsored credit agencies • District of Columbia

NOTE PURCHASE AGREEMENT, dated as of January 11, 2011, among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“Farmer Mac” or the “Guarantor”); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (“National Rural”); and Farmer Mac, as Guarantor.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 28th, 2022 • New York

The Note Purchase Agreement that follows is designed for unsecured long term private placement loans to borrowers of a credit quality of BBB— or better.

CERTAIN IDENTIFIED INFORMATION MARKED BY [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 21st, 2024 • Brookfield Oaktree Holdings, LLC • Investment advice • New York

This SECOND AMENDMENT AND JOINDER TO NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of April 7, 2023 by and among (i) Oaktree Capital Management, L.P., a Delaware limited partnership (the “Company”); (ii) Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree Capital I”); (iii) Oaktree Capital II, L.P., a Delaware series limited partnership (including each series thereof, “Oaktree Capital II”); (iv) Oaktree AIF Investments, L.P., a Delaware limited partnership (“Oaktree AIF”); (v) Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Cayman”, and collectively with the Company, Oaktree Capital I, Oaktree Capital II and Oaktree AIF, the “Obligors”); and (vi) the undersigned holders (the “Holders”) of the Notes (as hereinafter defined) party hereto. Unless otherwise defined or amended herein, capitalized terms used in this Amendmen

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 17th, 2009 • Save the World Air Inc • Motor vehicle parts & accessories • California

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of_______, 2009, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser” and collectively, the “Purchasers”), with reference to the following:

EXHIBIT 10.38 NOTE PURCHASE AGREEMENT (VARIABLE FUNDING NOTE), dated as of June 30, 2004,
Note Purchase Agreement • April 13th, 2005 • Consumer Portfolio Services Inc • Finance services • New York
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 4th, 2023 • Alpine 4 Holdings, Inc. • Communications equipment, nec • Delaware

This Note Purchase Agreement (this “Agreement”), dated as of __Jan 30___, 2023, is entered into among Alpine 4 Holdings, Inc., a Delaware corporation (the “Company”), and the person or entity (the “Purchaser”) named on the signature page attached hereto.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 19th, 2014 • Berkshire Homes, Inc. • Agricultural services • New York

NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of [__], 2014, by and between Berkshire Homes, Inc., a Nevada corporation (the “Company”), and each of the lender entities whose names appear on the signature pages hereof. Such lender entities are each referred to herein as a “Lender” and, collectively, as the “Lenders”.

ARTICLE II. REPRESENTATIONS AND WARRANTIES
Note Purchase Agreement • January 28th, 2008 • Mexicans & Americans Trading Together, Inc. • Services-advertising • Nevada
Sixth Amendment To Note Purchase Agreement
Note Purchase Agreement • November 2nd, 2023 • Marcus Corp • Services-motion picture theaters • New York

The Marcus Corporation, a Wisconsin corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”), agrees with each of the Purchasers as follows:

NORTHERN UTILITIES, INC. $40,000,000 3.78% Senior Notes, Series 2020, due September 15, 2040 NOTE PURCHASE AGREEMENT Dated as of September 15, 2020
Note Purchase Agreement • September 21st, 2020 • Unitil Corp • Electric & other services combined • New York

Northern Utilities, Inc., a New Hampshire corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

CLEARBRIDGE ENERGY MLP FUND INC. $15,000,000 2.87% Series H Senior Secured Notes due June 11, 2021 $25,000,000 3 .46% Series I Senior Secured Notes due June 11, 2025 $25,000,000 3.56% Series J Senior Secured Notes due June 11, 2027 $35,000,000 3.76%...
Note Purchase Agreement • September 19th, 2018 • ClearBridge Energy MLP Fund Inc. • New York

CLEARBRIDGE ENERGY MLP FUND INC., a Maryland corporation (the “Fund”); agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

RPT REALTY, L.P. Third Amendment Dated as of August 2, 2022 to the Note Purchase Agreement Dated as of August 19, 2016 RE: $75,000,000 3.64% Senior Guaranteed Notes due 2028
Note Purchase Agreement • August 3rd, 2022 • RPT Realty • Real estate investment trusts • New York

THIS THIRD AMENDMENT dated as of August 2, 2022 (the or this “Third Amendment”) to the Note Purchase Agreement dated as of August 19, 2016 is between RPT Realty, L.P. (formerly known as Ramco-Gershenson Properties, L.P.), a Delaware limited partnership (the “Company”), and RPT Realty (formerly known as Ramco-Gershenson Properties Trust), a Maryland real estate investment trust (the “Trust”) and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

NOTE PURCHASE AGREEMENT dated as of April 30, 2009 among NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION, as Seller THUNDER BAY FUNDING, LLC, as the Conduit Investor ROYAL BANK OF CANADA, as Agent for the Investors and NAVISTAR FINANCIAL...
Note Purchase Agreement • May 6th, 2009 • Navistar Financial Corp • Miscellaneous business credit institution • New York

NOTE PURCHASE AGREEMENT dated as of April 30, 2009 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among:

RECITALS
Note Purchase Agreement • January 4th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
NOTE PURCHASE AGREEMENT BANK OF AMERICA DTC PROGRAM BANK OF AMERICA, N.A.
Note Purchase Agreement • January 14th, 2021 • North Carolina

This Note Purchase Agreement ("Agreement"), by and between BANK OF AMERICA, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and having a principal office located at 100 North Tryon Street, Charlotte, North Carolina, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts ("FMC"), is amended and restated in full as of April 1, 2006 ("Effective Date");

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