Exhibit 4.2
CONVERTIBLE NOTE PURCHASE AGREEMENT
This Convertible Note Purchase Agreement (the “Agreement”) is made as of August 15, 2023, by and between:
Each of the Company and the Purchaser is hereinafter referred to individually a “Party” and collectively, the “Parties”.
WITNESSETH
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;
WHEREAS, the Parties desire to enter into this Agreement on the terms and conditions hereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
AGREEMENT
1
Bank: HSBC Hong Kong
Bank Address: 1 Queen’s Road, Central, Hong Kong
SWIFT Code: HSBCHKHHHKH
Account number: 741-078976-838
Account name: AEOLUS ROBOTICS CORPORATION
2
3
4
5
if to the Company:
Address: 9-1th Floor, No 168, Ruiguang Road,
Neihu District, Taipei 114
Taiwan
Attention: Aaron Chao / Yating Yang
if to the Purchaser:
Address: 8th Floor, No.22, Lane 407, Section 2, Tiding Boulevard Neihu District, Taipei 114.
Attention: Jack Wang
6
[Signature Page Follows]
7
The Parties have executed this Convertible Note Purchase Agreement as of the date first written above.
Company:
Aeolus Robotics Corporation
By: /s/ Tsong Jung Lee
Name: Tsong Jung Lee
Title: DIRECTOR
[Signature Page to Convertible Note Purchase Agreement]
The Parties have executed this Convertible Note Purchase Agreement as of the date first written above.
PURCHASER:
GigaMedia Limited
By: /s/ HUANG, CHENG-MING
Name: HUANG, CHENG-MING
Title: Chief Executive Officer
[Signature Page to Convertible Note Purchase Agreement]
Exhibit A
FORM OF CONVERTIBLE PROMISSORY Note
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THIS NOTE HAS NOT BEEN AND WILL NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY TO MEMBERS OF THE PUBLIC IN THE CAYMAN ISLANDS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION.
AEOLUS ROBOTICS CORPORATION
CONVERTIBLE PROMISSORY NOTE
US$105,346 August 15, 2023
FOR VALUE RECEIVED, Aeolus Robotics Corporation, a Cayman Islands company (the “Company”) unconditionally promises to pay to the order of GigaMedia Limited, a Singapore company (the “Holder”), the principal sum of one hundred five thousand three hundred forty-six U.S. dollars (US$105,346) (the “Principal Amount”), or such lesser amount as shall then equal the outstanding principal amount hereunder, together with the Interest (as defined below) from the date of this convertible note (the “Note”) on the unpaid principal balance until the Principal Amount is paid in accordance with Section 3 hereof (or converted, as provided in Section 4 hereof).
This Note is issued pursuant to that certain Convertible Note Purchase Agreement dated August 15, 2023 (the “Purchase Agreement”) by and between the Company and the Holder, and the resolutions of the board of directors and shareholders of the Company passed on or about the same date, and is subject to the provisions thereof. Any capitalized term used but not defined herein shall have such meaning ascribed to them in the Purchase Agreement.
The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:
A-1
A-2
A-3
A-4
if to the Company:
Address: 9-1th Floor, No 168, Ruiguang Road,
Neihu District, Taipei 114
Taiwan
Attention: Aaron Chao / Yating Yang
if to the Purchaser:
Address: 8th Floor, No.22, Lane 407, Section 2, Tiding Boulevard Neihu District, Taipei 114.
Attention: Jack Wang
A-5
[Signature page follows]
A-6
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the date first above written.
Company:
Aeolus Robotics Corporation
By: /s/ Tsong Jung Lee
Name: Tsong Jung Lee
Title: DIRECTOR
[Signature page to convertible PROMISSORY note]
A-7
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants and covenants to the Purchaser as of the date hereof and as of the Closing, where applicable, as set forth below.
C-1
C-2
C-3
C-4
C-5
C-6
EXHIBIT C
SECOND AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT