EXHIBIT 4.1 SUBSCRIPTION AGREEMENTSubscription Agreement • August 26th, 2005 • Cereplast Inc • Paperboard containers & boxes • California
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February ___, 2006 by and between CEREPLAST, INC., a Nevada corporation, with its principal office located at 3421-3433 West El Segundo Boulevard Hawthorne,...Registration Rights Agreement • February 14th, 2006 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2010, between Cereplast, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 15th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Cereplast, Inc., a Nevada corporation (the “Company”), hereby agrees to sell registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) with Ladenburg Thalmann & Co. Inc. acting as exclusive placement agent (the “Placement Agent”). The purchase price to the Investors and terms of the Warrants shall be determined by negotiations between the Company and the Investors. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
COMMON STOCK PURCHASE WARRANT CEREPLAST, INC.Cereplast Inc • June 15th, 2010 • Plastic materials, synth resins & nonvulcan elastomers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 14, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on May 26, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cereplast, Inc., a Nevada corporation (the “Company”), up to 64,129 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractCereplast Inc • July 5th, 2012 • Plastic materials, synth resins & nonvulcan elastomers • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
FORM OF SENIOR INDENTURE by and between CEREPLAST, INC. as Issuer, and as Trustee Dated as ofSenior Indenture • April 26th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
SENIOR INDENTURE (this “Indenture”), dated as of , by and between CEREPLAST, INC., a Nevada corporation (the “Company”), as issuer, and , a , as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 16th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Nevada
This Indemnification Agreement (this “Agreement”) is entered into as of February 13, 2012 (the “Effective Date”), by and between CEREPLAST, INC., a Nevada corporation (the “Company”), and Michael Okada (“Indemnitee”).
3,125,000 Shares of Common Stock and Warrants to Purchase up to 2,343,750 Shares of Common Stock CEREPLAST, INC. Common Stock (par value $0.001) PLACEMENT AGENT AGREEMENTAgent Agreement • November 14th, 2011 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
LAZARD CAPITAL MARKETS LLC ARDOUR CAPITAL INVESTMENTS, LLC c/o Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10020
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 31st, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This Stock Purchase Agreement (“Agreement”) is made and entered into as of August 24, 2012 (“Effective Date”), by and between Cereplast, Inc., a Nevada corporation (“Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2011 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 26, 2011, by and among Cereplast, Inc., a Nevada corporation with headquarters located at 300 N. Continental Boulevard, Suite 100, El Segundo, California 90245 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2011 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 18, 2011, by and among Cereplast, Inc., a Nevada corporation with headquarters located at 300 N. Continental Boulevard, Suite 100, El Segundo, California 90245 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
ContractCereplast Inc • October 19th, 2012 • Plastic materials, synth resins & nonvulcan elastomers • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LEASE CONTINENTAL GRAND I, L.P., a Delaware limited partnership, Landlord and CEREPLAST, INC., a Nevada corporation, Tenant for 300 North Continental Boulevard El Segundo, California December 31, 2009Lease • January 12th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California
THIS LEASE is made as of the 31st day of December, 2009 (“Effective Date”), between CONTINENTAL GRAND I, L.P., a Delaware limited partnership (“Landlord”), and CEREPLAST, INC., a Nevada corporation (“Tenant”).
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • December 22nd, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Connecticut
FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • July 5th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Connecticut
This AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 1, 2012, is entered into by and among CEREPLAST, INC., a Delaware corporation (“Borrower”), COMPASS HORIZON FUNDING COMPANY LLC (“Horizon”), a Delaware corporation and HORIZON CREDIT I LLC (“HCI” and collectively with Horizon, “Lender”), a Delaware limited liability company, as assignee and holder of Advance (Loan A).
SUBSCRIPTION AGREEMENT Name of Investor: (Print)Subscription Agreement • July 6th, 2007 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Washington
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 8th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 2, 2013, is entered into by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
FIRST AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • November 15th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDMENT OF EXCHANGE AGREEMENT (this “Agreement”), dated as of November 8, 2012, is entered into by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Magna Group, LLC, (the “Holder”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2011 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
The undersigned (the “Investor”) hereby confirms its agreement with Cereplast, Inc., a Nevada corporation (the “Company”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California
This Employment Agreement (the “Agreement”) is entered into as August 16, 2010, between Cereplast, Inc., a Nevada corporation, (the “Company”) and Heather Sheehan, an individual, (“Employee”), with reference to the following:
LEASE AGREEMENTLease Agreement • May 14th, 2008 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Indiana
THIS LEASE AGREEMENT is made effective as of the 1st day of January, 2008, between Whittymore, LLC (hereinafter referred to as “Landlord”) and Cereplast, Inc., a Nevada corporation (hereinafter referred to as “Tenant”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 2, 2013, is entered into by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 19th, 2021 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Nevada
THIS STOCK PURCHASE AGREEMENT, effective as of the twenty-second day of October, 2020 (the “Effective Date”) by and between Custodian Ventures LLC, a Wyoming limited liability company (“Seller”) and Li Xudong, a non-US person (“Buyers”).
FORM OF SUBORDINATED INDENTURE by and between CEREPLAST, INC. as Issuer, and as Trustee Dated as ofCereplast Inc • April 26th, 2010 • Plastic materials, synth resins & nonvulcan elastomers • New York
SUBORDINATED INDENTURE (this “Indenture”), dated as of , by and between CEREPLAST, INC., a Nevada corporation (the “Company”), as issuer, and , a , as trustee (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 1st, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
The undersigned (the “Investor”) hereby confirms its agreement with Cereplast, Inc., a Nevada corporation (the “Company”), as follows:
PERIODIC EQUITY INVESTMENT AGREEMENTPeriodic Equity Investment Agreement • December 12th, 2008 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California
THIS AGREEMENT dated as of the 8th day of December 2008 (the “Agreement”) between Cumorah Capital, Inc., a Nevada corporation (the “Investor”), and CEREPLAST, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
ContractCereplast Inc • May 24th, 2011 • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), AND THIS NOTE AND THE SHARES OF OUR COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2008 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 18, 2008, by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Randy G. Woelfel, an individual (the “Employee”), and is made with respect to the following facts:
PERIODIC EQUITY INVESTMENT AGREEMENT THIS AGREEMENT dated as of the __ day of February 2006 (the "Agreement") between Cumorah Capital, Inc., a Nevada corporation (the "Investor"), and CEREPLAST, INC., a corporation organized and existing under the...Periodic Equity Investment Agreement • February 14th, 2006 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California
March 31, 2006 Frederic Scheer, CEO Cereplast, Inc. 3421-3433 West El Segundo Boulevard Hawthorne, California 90250 Re: Cereplast, Inc. (the "Company") Dear Mr. Scheer: Reference is hereby made to the Registration Rights Agreement entered by and...Cereplast Inc • April 3rd, 2006 • Plastic materials, synth resins & nonvulcan elastomers
This Agreement and the Periodic Equity Investment Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Periodic Equity Investment Agreement, and the Placement Agent Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.
PURCHASE AGREEMENTPurchase Agreement • April 16th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
PURCHASE AGREEMENT, dated as of January 25, 2013 (this “Agreement”), by and between IBC Funds, LLC a Nevada Limited Liability company (the “Buyer”), and the undersigned Sellers (individually, a “Seller” and collectively, the “Sellers”) of the 7% Convertible Senior Subordinated Notes Due 2016 (the “Notes”) issued by Cereplast, Inc. (the “Company”) pursuant to the Indenture dated as of May 24, 2011 (the “Indenture”), by and among the Company and Wells Fargo Bank, National Association, (the “Trustee”) for the purchase by the Buyer of certain interests in the Notes held by each of the Seller, as more fully described below.
RE: Periodic Equity Investment Agreement, dated December 8, 2008Cereplast Inc • February 19th, 2010 • Plastic materials, synth resins & nonvulcan elastomers
As we discussed by phone today, Cumorah Capital, Inc. (“Cumorah”) and Cereplast, Inc. (“Cereplast”) have agreed to formally terminate the Periodic Equity Investment Agreement, dated December 8, 2008 (the “PEIA”), effective February 18, 2010. As compensation for early termination of the PEIA, Cereplast will issue to Cumorah 100,000 shares of Cereplast restricted common stock.
Ironridge WAIVER AGREEMENTWaiver Agreement • January 25th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers
This Waiver Agreement (“Agreement”) is made and entered into as of October 8, 2012, by and between Cereplast, Inc., a Nevada corporation (“Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
Ironridge WAIVER AGREEMENTWaiver Agreement • January 25th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers
This Waiver Agreement (“Agreement”) is made and entered into as of September 28, 2012, by and between Cereplast, Inc., a Nevada corporation (“Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
