Exhibit 10.2
OMNIBUS NOTE EXCHANGE AND DEBT CONVERSION AGREEMENT
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June 30, 2026
This Omnibus Note Exchange and Debt Conversion Agreement (this “Agreement”) is entered into as of June 30, 2026, by and among Valuence Merger Corp. I (the “Company” or “Maker”), VMCA Sponsor, LLC (the “Sponsor” or “Original Payee”), CPC Sponsor Opportunities I, LP (“CPC I”), CPC Sponsor Opportunities I (Parallel), LP (“CPC I Parallel”), and NovoCG, LLC (“NovoCG”). The Company, Sponsor, CPC I, CPC I Parallel, and NovoCG are each referred to herein as a “Party” and together as the “Parties.”
WHEREAS, the Company previously issued a certain Convertible Promissory Note to the Original Payee, dated as of June 4, 2024, in the principal amount of up to $300,000 (the “Old Note”);
WHEREAS, the Company drew down the full $300,000 principal amount under the Old Note on June 4, 2024, which was funded by CPC I ($81,750), CPC I Parallel ($68,250), and NovoCG ($150,000), respectively, the entire balance of which remains outstanding as of the date hereof;
WHEREAS, the Company has an outstanding balance of $446,900 classified as an “Advance from Related Party” on its books and records owed to CPC I (the “CPC I Advance”);
WHEREAS, the Company has an outstanding balance of $373,100 classified as an “Advance from Related Party” on its books and records owed to CPC I Parallel (the “CPC I Parallel Advance”);
WHEREAS, the Company has an outstanding balance of $750,000 classified as an “Advance from Related Party” on its books and records owed to NovoCG (the “NovoCG Advance”); and
WHEREAS, the Parties desire to restructure these balances by:
| (i) | Cancelling the Old Note ($300,000); | |
| (ii) | Absorbing and settling the full balance of CPC I Advance ($446,900), CPC I Parallel Advance ($373,100) and NovoCG Advance ($750,000); and | |
| (iii) | Reallocating the cumulative aggregate debt of $1,870,000 into initial deemed drawdowns under three (3) new individual Convertible Promissory Notes issued directly by the Company to CPC I, CPC I Parallel, and NovoCG, respectively (the “New Notes”). |
NOW, THEREFORE, the Parties agree as follows:
| 1. | Cancellation of Old Note. Effective seamlessly upon execution, the Old Note is hereby cancelled, extinguished, and terminated. Original Payee releases the Company from all obligations thereunder. | |
| 2. | Settlement of Advance Balance. The $1,570,000 balance of “Advance from Related Party” is hereby deemed fully satisfied, discharged, and closed out from the open account advance ledger. | |
| 3. | Issuance and Allocation of New Note Drawdowns. In consideration for the cancellation and settlement in Sections 1 and 2, the Company hereby issues three (3) New Notes as below: |
| (i) | Convertible Promissory Note to CPC I, in the principal amount of up to $1,500,000, with an initial deemed drawdown balance of $528,650 ($81,750 from the Old Note + 446,900 from the CPC I Advance) | |
| (ii) | Convertible Promissory Note to CPC I Parallel, in the principal amount of up to $1,500,000, with an initial deemed drawdown balance of $441,350 ($68,250 from the Old Note + 373,100 from the CPC I Parallel Advance) | |
| (iii) | Convertible Promissory Note to NovoCG, in the principal amount of up to $3,000,000, with an initial deemed drawdown balance of $900,000 ($150,000 from the Old Note + 750,000 from the NovoCG Advance) |
| 4. | Deemed Drawdown Requests. This Agreement shall serve as the official written, cross-executed Drawdown Request required under Section 2 of the New Notes to formalize these balance entries for the Company’s upcoming 10-Q filing. | |
| 5. | Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. |
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
| VALUENCE MERGER CORP. I | VMCA SPONSOR, LLC | |||
| /s/ Sungwoo (Andrew) Hyung | /s/ Sungsik Lee | |||
| Name: | Sungwoo (Andrew) Hyung | Name: | Sungsik Lee | |
| Title: | Chief Financial Officer | Title: | Co-managing Member |
| CPC SPONSOR OPPORTUNITIES I, LP | CPC SPONSOR OPPORTUNITIES I (PARALLEL), LP | |||
| By: | CPC Sponsor Opportunities I GP, LLC, its General Partner | By: | CPC Sponsor Opportunities I GP, LLC, its General Partner | |
| /s/ Edward Tsun-Wei Chen | /s/ Edward Tsun-Wei Chen | |||
| Name: | Edward Tsun-Wei Chen | Name: | Edward Tsun-Wei Chen | |
| Title: | Managing Member | Title: | Managing Member |
| NOVOCG, LLC | ||
| /s/ Gene Young Cho | ||
| Name: | Gene Young Cho | |
| Title: | Managing Partner |
[Signature Page to Omnibus Note Exchange and Debt Conversion Agreement]