Standby Equity Purchase Agreement Sample Contracts

STANDBY EQUITY PURCHASE AGREEMENT*
Standby Equity Purchase Agreement • June 9th, 2025 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 30, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NUBURU, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • March 28th, 2011 • Elbit Imaging LTD • Operators of nonresidential buildings

THIS AGREEMENT dated as March 25, 2011 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ELBIT IMAGING LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • July 3rd, 2025 • Webull Corp • Security brokers, dealers & flotation companies

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 1, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and WEBULL CORPORATION, a Cayman Islands exempt company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

FOURTH SUPPLEMENTAL AGREEMENT
Standby Equity Purchase Agreement • April 11th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Fourth Supplemental Agreement (this “Agreement”), dated as of April 10, 2023, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and EOS ENERGY ENTERPRISES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • January 17th, 2024 • Next.e.GO N.V. • Motor vehicles & passenger car bodies • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 4, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NEXT.e.GO N.V., a Dutch public limited liability company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • May 3rd, 2024 • Lilium N.V. • Aircraft • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 3, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LILIUM N.V., a Dutch public limited liability company (the “Company”).

AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 6th, 2023 • Twin Ridge Capital Acquisition Corp. • Blank checks

THIS AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT (the “Amendment”) is entered into as of October 5, 2023 by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”).

AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 5th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices

THIS AMENDMENT NO. 1 (the “Amendment”) to the Standby Equity Purchase Agreement (the “Agreement”), dated August 11, 2009, between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited company (the “Investor”) and TOWER SEMICONDUCTOR LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”) is dated August 27, 2009. Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 10th, 2025 • Tactical Resources Corp. • Metal mining

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 7, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), TACTICAL RESOURCES CORP., a corporation formed under the laws of the Province of British Columbia (the “Company”) and PLUM III MERGER CORP, a company incorporated under the laws of British Columbia (“Pubco”). For purposes of this Agreement, applicable references to the “Company” shall include, after the consummation of the Transactions (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the BCA (as defined below).The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • May 15th, 2026 • SCHMID Group N.V. • Misc industrial & commercial machinery & equipment • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 12, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SCHMID Group N.V., a company incorporated in the Netherlands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • June 18th, 2026 • Globavend Holdings LTD • Arrangement of transportation of freight & cargo

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 16, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and GLOBAVEND HOLDINGS LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • August 26th, 2010 • ProGreen Properties, Inc. • Real estate • New York

Standby Equity Purchase Agreement (this "Agreement"), dated as of August 24, 2010, by and among ProGreen Properties, Inc., a Delaware corporation (the “Company”), and LeadDog Capital, LP (the “Investor”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • March 2nd, 2023 • ETAO International Co., Ltd. • Services-offices & clinics of doctors of medicine • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 24, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ETAO International Co., Ltd., a Cayman Islands exempted company (the “Company”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 26th, 2011 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus

THIS STANDBY EQUITY PURCHASE AGREEMENT (“Agreement”) dated as of April 16, 2011 between YA Global Investments, L.P., a limited partnership organized and existing under the laws of the Cayman Islands (the “Investor”), and D. Medical Industries Ltd., a public company organized and existing under the laws of Israel (the “Company”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • July 28th, 2025 • VisionWave Holdings, Inc. • Services-prepackaged software

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 25, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 15th, 2013 • Accelera Innovations, Inc. • Blank checks • California

Standby Equity Purchase Agreement (this "Agreement"), dated as of October 4th , 2013, by and among ACCELERA INNOVATIONS INC a Delaware corporation (the “Company”) and Investor (the “Investor”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • August 1st, 2025 • Medicinova Inc • Pharmaceutical preparations • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 30, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and MEDICINOVA, INC, a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT AND ADDENDUM TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • December 11th, 2025 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York

THIS AMENDMENT AND ADDENDUM TO STANDBY EQUIT PURCHASE AGREEMENT (this “Amendment”) is made as of December 9, 2025 (the “Amendment Date”), by and among SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company”), and each Investor, and the Additional Investor, identified on the signature pages hereto (each, including its successors and assigns, each an “Investor” and collectively, the “Investors”).

Re: Amendment to SEPA
Standby Equity Purchase Agreement • December 11th, 2023 • SaverOne 2014 Ltd. • Services-computer programming services

This letter shall serve as an amendment (the “Amendment”) to that certain Standby Equity Purchase Agreement by and between YA II PN, LTD (“Investor”) and SaverOne 2014 Ltd. (the “Company”) dated June 5, 2023 (the “SEPA”). Defined terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the SEPA.

Vivoryon Therapeutics N.V. Signs Financing Agreement for up to EUR 15 Million
Standby Equity Purchase Agreement • April 24th, 2025

Under the terms of the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive rights.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • January 30th, 2026 • SunPower Inc. • Construction - special trade contractors

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 27, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SUNPOWER INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 22nd, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 15, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GIGCAPITAL5, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”) and QT IMAGING, INC., a corporation incorporated under the laws of the State of Delaware (“QTI”). For purposes of this Agreement, after the closing of the Business Combination (as defined below), references to the “Company” shall be to QT Imaging Holdings, Inc. which will be the name of GigCapital5, Inc. following the closing of the Business Combination as contemplated by the Business Combination Agreement (as it may be amended or supplemented from time to time, the “BCA”), by and between the Company, QTI Merger Sub, Inc., a wholly-owned subsidiary of the Company that is a corporation incorporated under the laws of the State of Delaware (the “Merger Sub”) and QTI. Pursuant to the terms and subjec

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • December 22nd, 2025 • SharonAI Holdings, Inc. • Services-computer processing & data preparation • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of _________________ 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SHARONAI HOLDINGS, INC. a Delaware Corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NUMBER 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • June 14th, 2023 • Lakeshore Acquisition II Corp. • Blank checks

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of June 12, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger entered into on September 9, 2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, LBBB Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Merger Sub”), Nature’s Miracle, Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, and RedOne Investment Limited, a British Virgin Islands company, pursuant to which, upon the terms and subject to the conditions contained therein, Na

Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • May 21st, 2026 • Xanadu Quantum Technologies LTD • Electronic computers • Ontario

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 20, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and XANADU QUANTUM TECHNOLOGIES LIMITED, a company incorporated under the Business Corporations Act (Ontario) (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • September 11th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 10, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SCINAI IMMUNOTHERAPEUTICS LTD., a company incorporated under the laws of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 1st, 2024 • Envirotech Vehicles, Inc. • Motor vehicle parts & accessories • New York

THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 31, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ENVIROTECH VEHICLES, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • September 4th, 2025 • ROBO.AI Inc. • Motor vehicles & passenger car bodies

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 3, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ROBO.AI INC., a company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • January 23rd, 2026 • VisionWave Holdings, Inc. • Services-prepackaged software

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 25, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • January 9th, 2026 • Aptevo Therapeutics Inc. • Pharmaceutical preparations • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 8, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and APTEVO THERAPEUTICS INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

ETAO International Entered Into Standby Equity Purchase Agreement of Up To $150 Million with YAII PN, Ltd.
Standby Equity Purchase Agreement • March 2nd, 2023 • ETAO International Co., Ltd. • Services-offices & clinics of doctors of medicine

NEW YORK, March 1, 2023 /PRNewswire/ -- ETAO International Co., Ltd. (“ETAO” or the “Company”) announced on February 24, 2023, ETAO and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”) managed by Yorkville Advisors Global, LP (the “Investment Manager”), entered into a Standby Equity Purchase Agreement (the “SEPA”). The Investor is a fund headquartered in Mountainside, New Jersey.

June 22, 2023 Ladies and Gentlemen:
Standby Equity Purchase Agreement • June 23rd, 2023 • Xos, Inc. • Motor vehicle parts & accessories

Reference is made to that certain Securities Purchase Agreement, dated as of August 9, 2022 (the “Purchase Agreement”), between Xos, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • January 29th, 2025 • Inno Holdings Inc. • Steel pipe & tubes • New York
STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • June 11th, 2026 • Vsee Health, Inc. • Services-health services

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 2, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VSEE HEALTH, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”