Exhibit 10.1

UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 25, 2021 (the “Effective Date”), between Oncotelic Therapeutics, Inc., a Delaware corporation (the “Company”), on the one hand, and Golden Mountain Partners, LLC, a California Limited Liability Company (the “Purchaser”), on the other hand.

WHEREAS, Purchaser desires to purchase from Company and Company desires to sell to Purchaser, upon the terms and subject to the conditions of this Agreement, an unsecured convertible promissory note of Company with a stated principal amount of Five Hundred Thousand United States Dollars (US$500,000).

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations and warranties and covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale of Note. Upon the terms and subject to the conditions of this Agreement, Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from Company an unsecured convertible promissory note with a stated principal amount of Five Hundred Thousand United States Dollars (US$500,000) in the form attached hereto as Exhibit A (as may be amended or modified by agreement in writing between Purchaser and Company from time to time, the “Note”).

2. [Intentionally omitted]

3. Loan.

3.1. General Terms. Subject to the terms and conditions of this Agreement, Purchaser will lend Company the principal amount of US$500,000, at a rate of interest as set forth in the Note until the Maturity Date (as defined in the Note), at which time, all of the loan evidenced by the Note (the “Loan”) shall have been paid in full, including all principal, interest, cost, expenses, attorneys’ fees, and other fees and charges relating to the Loan.

3.2. Disbursement. Purchaser will disburse the proceeds of the Note on the dates and in the instalment amounts as set forth in Schedule 3.2 (Disbursement), or as otherwise agreed in writing between Purchaser and Company.

3.3. Use of Proceeds. Company will use the proceeds of the sale of Note according to the “use of proceeds” schedule attached hereto as Schedule 3.3 (Use of Proceeds).

3.4. Repayment. Subject to the terms and conditions hereof and as set forth in the Note, Company will repay the Loan with full repayment of principal and accrued interest on or before the Maturity Date in accordance with the terms and conditions of the Note. All indebtedness evidenced by the Note will be due and payable on the earlier of (a) the occurrence of an Event of Default (as defined in the Note) , or (b) the Maturity Date.

3.5. Interest Rate. Interest on the outstanding principal balance of the Loan from time to time outstanding shall accrue at the rate(s) and be payable as set forth in the Note.

4. Conditions Precedent. The obligation of Purchaser to make the Loan hereunder is subject to the following conditions precedent:

4.1. Closing. Company shall have delivered to Purchaser, prior to the initial disbursement of the Loan (the “Closing”), the following:

4.1.1. the duly executed Note; and

4.1.2. such other instruments and documents as Purchaser reasonably deems necessary to effect the transactions contemplated hereby.

4.2. Documents Required for Each Disbursement. Company shall have delivered to Purchaser, prior to each disbursement of the Loan made by Purchaser subsequent to the Closing, documentation reasonably required by Purchaser to support the payment as defined in Schedule 3.2 (Disbursements).

4.3. Certain Events. At the time of, and as a condition to, the Closing, and each disbursement of the Loan to be made by Purchaser at or subsequent to the Closing:

4.3.1. no Event of Default shall be have occurred and to be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time or both, would constitute an Event of Default;

4.3.2. no material adverse change shall have occurred in the business prospects, financial condition, or results of operations of Company since April 15, 2021 (the date of Company’s most recent filing of its Form 10-K annual report with the US Securities and Exchange Commission); and

4.3.3. this Agreement and all agreements and instruments related to or referred to herein (including, but not limited to, the Note) (collectively, the “Loan Documents”) shall have remained in full force and effect.

5. Covenants of Company. From and after the Closing until the Loan has been repaid in full, Company shall observe the following covenants:

5.1. Affirmative Covenants.

5.1.1. Payment and Performance. Company will duly and promptly pay and perform all of Company’s liabilities and obligations to Purchaser in accordance with the terms and conditions of this Agreement and the other Loan Documents.

5.1.2. Certification. At any time and from time to time, within ten (10) days following written request by Purchaser, Company will certify to Purchaser, in such form and substance as are reasonably acceptable to Purchaser, that this Agreement and the other Loan Documents are unmodified and in full force and effect (or that this Agreement and the other Loan Documents are in full force and effect as modified and setting forth the modifications), the dates to which the Loan has been paid, that no Event of Default then exists and no event has occurred (that has not been cured) and no condition currently exists that would, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default. Any such certification furnished pursuant hereto may be relied upon by Purchaser.

5.1.3. Financial Statements. Company will furnish, or cause to be furnished , the following statements to Purchaser, which must be in such form and detail as Purchaser may reasonably request from time to time:

(a) within forty-five (45) days after the end of each quarter, current balance sheets and statements of operations and of cash flows of Company certified to be true and correct by an officer of Company; and

(b) with reasonable promptness, such other information respecting the financial condition and affairs of Company as Purchaser may reasonably request from time to time.

5.2. Negative Covenants.

5.2.1. Loan Proceeds and Distributions. None of the proceeds of the Loan shall be used for any purpose, other than as described in Section 3.3 (Use of Proceeds) and Schedule 3.3 (Use of Proceeds) hereof.

6. Default.

6.1. [Intentionally omitted]

6.2. Remedies. If an Event of Default occurs, Purchaser shall be entitled, in its sole and absolute discretion, to pursue any one or more of the following remedies, in addition to any remedies which may be permitted by law, equity or by other provisions of this Agreement or the other Loan Documents, without notice or demand, except as expressly hereinafter provided:

6.2.1. Purchaser may, at its option, upon written notice to Company (any such notice requiring such termination being herein referred to as the “Termination Notice”), proceed with all remedies Purchaser deems necessary, including, without limitation, terminating this Agreement, accelerating and calling due and payable all outstanding Loan obligations under the Note and under this Agreement, and exercising any other remedy available to Purchaser hereunder or under any of the other Loan Documents at law or in equity.

6.2.2. Purchaser, at its option and upon written notice to Company, may declare all obligations under the Loan, if any not otherwise immediately due under this Agreement to be, and all such amounts shall thereupon become, due and payable to Purchaser, without presentment, demand, protest, or further notice of any kind, all of which are expressly waived by Company, anything in this Agreement or the other Loan Documents notwithstanding.

6.2.3. Purchaser, at its option and upon written notice to Company, may (i) institute and prosecute proceedings in any court of competent jurisdiction to pursue any remedies available in law or in equity, including, without limitation, the recovery of damages, the enforcement of specific performance or to obtain an injunction, or (ii) pursue any and all rights or remedies available to Purchaser under any Loan Document. No such termination and/or subsequent election by Purchaser hereunder shall in any way limit, qualify or otherwise affect the obligations of Company with respect to the Loan Obligations of their indemnification obligations hereunder.

6.2.4. Upon written notice to Company cease making any disbursements under this Agreement or any Loan Document, as applicable.

6.2.5. Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of Purchaser.

6.3. Cumulative. The remedies of Purchaser in this Agreement or in any other Loan Document, or at law or in equity, shall be cumulative and concurrent and may be pursued singly, successively or together in Purchaser’s discretion. Notwithstanding any statement contained in this Agreement to the contrary, termination of this Agreement shall not relieve Company from liability for any breach or violation of this Agreement that arose prior to such termination.

6.4. Waiver. Company waives, to the extent permitted by applicable law, (a) any right of redemption, re-entry or repossession, and (b) any right to a trial by jury.

7. Indemnification. Notwithstanding and in addition to any other indemnification obligation set forth herein or in any other Loan Document, Company agrees to indemnify, defend and hold harmless Purchaser, its affiliates and its officers, directors, members, (general and limited) partners, shareholders, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties”) from and against all demands, claims, actions, losses, damages, liabilities, penalties, costs and expenses (including, without limitation, attorneys’ and accountants’ fees, settlement costs, arbitration costs and any reasonable other expenses for investigating or defending any action or threatened action) asserted against or incurred by the Purchaser Indemnified Parties or any of them arising out of or in connection with or resulting from (a) any breach of any representation, warranty, covenant, or other provision under this Agreement or under any Loan Document; (b) any tax, fee or charge imposed by any governmental entity arising out of or relating to the Note or this Agreement or the transactions anticipated herein; (c) any accident, injury to or death of persons or loss of property arising out of the business of Company or any of its subsidiaries, including without limitation any claims of professional errors and omissions, product liability or clinical trial liability, (d) any and all lawful action that may be taken by Purchaser in connection with the enforcement of the provisions of this Agreement, whether or not suit is filed in connection with same, or in connection with any or all of Company and/or any partner, joint venturer, member or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy , insolvency or similar proceeding, and/or (e) third party claims relating to or arising out of the business of Company or any of its subsidiaries. The foregoing indemnification obligations of Company shall be in addition to, and shall in no way limit or qualify, any other indemnification or similar obligations of Company set forth in this Agreement or in any other Loan Document.

8. Miscellaneous.

8.1. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law or choice of law that would cause the substantive laws of any other jurisdiction to apply. Company irrevocably submits and consents to the jurisdiction of any California state court or federal court sitting in the County of Los Angeles, state of California over any action or proceeding arising out of or relating to this Agreement or any other Loan Document, and Company hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts.

8.2. Amendment and Waiver. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of Company and Purchaser. Any amendment or waiver effected in accordance with this section shall be binding upon Company and Purchaser, and their respective successors and assigns.

8.3. Entire Agreement. This Agreement and the Loan Documents constitute the entire agreement among the parties relative to the specific subject matter hereof and thereof.

8.4. Notices. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by facsimile, receipt confirmed, (b) on the following business day, if delivered by a reputable nationwide overnight courier service guaranteeing next business day delivery; provided that, notices and other communications sent from or delivered outside the United States shall be sent by a reputable international express courier service and shall be deemed to have been duly given upon delivery to the recipient , and (c) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid ; provided that, notices and other communications sent from or delivered outside of the United States by certified or registered mail , return receipt requested, postage prepaid shall be deemed to have been duly given upon delivery to the recipient, in each case, to the party to whom it is directed at the following address (or at such other address as any party hereto shall hereafter specify by notice in writing to the other parties hereto):

8.5. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

8.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement may be made by an attachment in “pdf’ or similar format to an electronic mail message.

8.7. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

EXHIBIT A

[COPY OF CONVERTIBLE NOTE]

Schedule 3.2

Disbursements

$500,000 on the date of this Agreement

Schedule 3.3

Use of Proceeds

Disbursements and/or Loan proceeds disbursed under this Agreement and/or the Loan Documents shall be used to support the clinical development of OT-101 including payroll,

Exhibit 10.2

UNSECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED ONCOTELIC THERAPEUTICS, INC., a Delaware Corporation (the “Company”), promises to pay to Golden Mountain Partners, LLC, a California Limited Liability Company (the “Holder”), in lawful money of the United States of America, the principal amount of FIVE HUNDRED THOUSAND DOLLARS (US$500,000), together with interest on the unpaid principal balance, in the manner provided below.

1. Purchase Agreement. This unsecured convertible promissory note (the “Note”) is issued to Holder pursuant to the terms of that certain Unsecured Convertible Note Purchase Agreement between Company and Holder, of even date herewith, as it may be amended from time to time (the “Agreement”).

2. Draws. Subject to the terms and conditions set forth in this Note and the Agreement, Holder shall disburse to Company an aggregate disbursement of US$500,000, on the dates and in the instalment amounts set forth in Schedule 3.2 (Disbursements) of the Agreement.

3. Maturity. Unless sooner paid or converted in accordance with the terms hereof, the entire unpaid principal balance of the Note and all unpaid accrued interest thereon shall become fully due and payable on (a) the one year anniversary of the date of the Agreement, or (b) the acceleration of the maturity of this Note by Holder upon occurrence of an Event of Default (as defined below) (such date, the “Maturity Date”).

4. Payments.

(a) Form of Payment. All payments of interest and principal (other than payment by way of conversion) shall be in lawful money of the United States of America to Holder, by ACH transfer according to Receiving Bank and ABA Routing Number information as may be specified from time to time by Holder.

(b) Interest Payments. Company shall pay to Holder accrued but unpaid interest upon the payment of the full outstanding principal amount.

(c) Prepayment. Company shall have the right to prepay any and all amounts owed under this Note in whole or in part at any time subject to Section 6 (Conversion Right) below, provided that any such prepayment amount must be accompanied by the accrued and unpaid interest on the principal being prepaid through the date of prepayment.

5. Interest. Interest shall accrue on the unpaid principal balance of this Note at the rate of two percent (2%) per annum. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed. Interest shall commence with the date hereof and shall continue on the outstanding principal of this Note until paid or converted in accordance with the provisions hereof.

6. Conversion Right. At any time prior to repayment of this Note, Holder may elect, in lieu of repayment, to convert all or a portion of the outstanding principal on this Note into that number of shares of Common Stock of Company equal to the quotient obtained by dividing (a) 100.0% of the principal on this Note being converted by (b) the Conversion Price (as hereinafter defined). Holder will inform Company of such election by delivering to Company this Note and a Notice of Conversion, the form of which is attached hereto as Schedule A (a “Notice of Conversion”). If Holder delivers the Notice of Conversion to Company, Company may not elect to pay Holder the amount of this Note to be converted without Holder’s written consent.

For purposes of this Note, “Conversion Price” means the consolidated closing bid price of Company’s Common Stock as determined by applicable OTC rules (or exchange where the Common Stock of Company is then traded), as of the date Company receives a Notice of Conversion from Holder.

Holder shall effect conversions by delivering to Company a Notice of Conversion accompanied by this Note, specifying therein the principal amount of this Note to be converted. The date on which such conversion shall be effected (such date, the “Conversion Date”) shall be the date of Company’s actual receipt of a Notice of Conversion, accompanied by this Note unless Company and Holder agree in writing to another date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable principal amount converted. If less than the entire principal amount of this Note is converted, Company will promptly issue a new Note to Holder representing the balance of this Note. From and after the Conversion Date, the portion of this Note converted shall represent and be enforceable only as to the right to receive the shares of Common Stock issuable upon such conversion.

Promptly after receipt of a Notice of Conversion, Company shall issue and deliver to Holder, but only against delivery of and after receiving the original of this Note (or a lost note affidavit in the form and substance reasonably acceptable to Company), one or more certificates representing such shares of Common Stock issued and registered as set forth in the Notice of Conversion. Thereupon, Company shall have no further obligation with respect to the principal amount of this Note converted. ln lieu of issuing a fraction of a share of Common Stock upon the conversion of this Note, Company shall pay Holder for any fraction of a share of Common Stock otherwise issuable upon the conversion of this Note, cash equal to the same fraction of the then current per share Conversion Price.

7. [Intentionally omitted.]

8. Events of Default. For purposes of this Note, the occurrence of any of the following events shall constitute an “Event of Default”:

(a) Any indebtedness under this Note is not paid when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise, and any such amount shall remain unpaid for a period of five (5) days after delivery to Company of notice of nonpayment; or

(b) Any breach or default by Company in the performance of any term, covenant, agreement, condition, undertaking or provision of any Loan Document (as such term is defined in the Agreement); or

(c) Company’s breach of or failure to observe or comply with Section 5.2.1 (Loan Proceeds and Distributions) of the Agreement; or

(d) Company (i) is unable to pay its debts generally as they become due; (ii) files a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) makes an assignment of its property for the benefit of its creditors; (iv) applies for or consent to the appointment of a receiver, trustee, custodian or liquidator of itself or of the whole or any substantial part of its property; (v) files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (vi) is declared insolvent according to any law; or a receiver or trustee is appointed for Company or its property; or the interest of Company under this Note is levied on under execution or other legal process; or any petition is filed by or against Company to declare Company bankrupt or to delay, reduce or modify Company’s capital structure if the Company be a corporation or other entity; (vii) after a petition in bankruptcy is filed against it, is adjudicated a bankrupt, or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Company, as the case may be, a receiver of Company or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of the entry thereof; or

(e) At any time there occurs a Change in Control Transaction. For purposes of this Note, a “Change in Control Transaction” means (i) a sale, lease or other disposition of assets or properties of Company or its subsidiaries (calculated on a consolidated basis) having a book value of fifty-one percent (51%) or more of the book value of all the assets and properties thereof, or (ii) any transaction in which any person or entity shall directly or indirectly acquire from the holders thereof, by purchase or in a merger, consolidation or other transfer or exchange of outstanding capital stock, ownership or control over capital stock of Company or any of its subsidiaries (or securities exchangeable for or convertible into such stock or interests) entitled to elect a majority of such entity’s Board of Directors or representing at least fifty-one percent (51%) of the number of shares of Common Stock outstanding; or

(f) Company is liquidated or dissolved, or shall begin proceedings toward such liquidation or dissolution, or shall, in any manner, permit the sale or divestiture of substantially all of its assets other than in connection with a merger or consolidation of Company into, or a sale of substantially all of Company’s assets to, another corporation or entity; or

(g) On or at any time after the date of this Note any of the Loan Documents for any reason, other than a full release in accordance with the terms thereof, ceases to be in full force and effect or is declared to be null and void; or

(h) This Note or any other Loan Document shall at any time for any reason cease to be valid, or Company or any subsidiary of Company contests the validity or enforceability of any Loan Document in writing or denies that it has further liability under any Loan Document to which it is party, or gives notice to such effect.

9. Remedies Upon Event of Default; Acceleration. If an Event of a Default shall occur for any reason, whether voluntary or involuntary, and be continuing, Holder may, upon notice or demand to Company, declare the outstanding indebtedness under this Note to be due and payable, whereupon the outstanding indebtedness under this Note shall be and become immediately due and payable, and Company shall immediately pay to Holder all such indebtedness.

10. Governing Law. This Note shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law or choice of law that would cause the substantive laws of any other jurisdiction to apply. Company irrevocably submits and consents to the jurisdiction of any California state court or federal court sitting in the County of Los Angeles, State of California over any action or proceeding arising out of or relating to this Note or any other Loan Document , and Company hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts.

11. Amendment. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Company and Holder.

12. Notices. Except as may otherwise be provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be made in accordance with Section 8.4 (Notices) of the Agreement.

13. Severability. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

IN WITNESS WHEREOF, Company has executed and delivered this Note as of the date first stated above.

Schedule A

Notice of Conversion

The undersigned, the Holder of the Note issued by Oncotelic Therapeutics, Inc. (which is attached to this Notice of Conversion), hereby elects to convert the below stated outstanding principal portion of the Note into shares of Common Stock of Oncotelic Therapeutics, Inc., on the terms and subject to the conditions of the Note, effective as of the date Company receives this Notice.

Please send a certificate for the appropriate number of shares of Common Stock and a balance Note (if applicable) to the following address:

Principal Amount of Note Being Converted: $_ _ _ _ _ _ _ _ _ _ _ _ _

Register and issue certificates for shares of Common Stock in the following name at the address set forth above.