SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2012 • Trellis Earth Products Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2012, between Trellis Earth Products, 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”).
FORM OF PLACEMENT AGENT WARRANT]Trellis Earth Products Inc • February 3rd, 2012 • Plastic materials, synth resins & nonvulcan elastomers
NEITHER THE OFFER NOR THE SALE OF THIS WARRANT OR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A PLACEMENT AGENCY AGREEMENT DATED AS OF FEBRUARY 2, 2012, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION D OR REGULATION S UNDER THE ACT. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE WARRANTS OR SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND THE RULES OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INCLUDING RULE 5110(G)(1).
SECOND AMENDED AND RESTATED PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 10th, 2012 • Trellis Earth Products Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
SERIES [ ] COMMON STOCK PURCHASE WARRANT TRELLIS EARTH PRODUCTS, INC.Trellis Earth Products Inc • February 3rd, 2012 • Plastic materials, synth resins & nonvulcan elastomers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York City time, on ______, 2015 (the “Termination Date”), to subscribe for and purchase from Trellis Earth Products, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2012 • Trellis Earth Products Inc • Plastic materials, synth resins & nonvulcan elastomers • Oregon
AND: Trellis Earth Products, Inc. (the "Company"), an entity organized and existing under the laws of the state of Nevada, with its head office located at: 9125 SW Ridder Road, Suite D, Wilsonville, OR 97070
TRELLIS EARTH PRODUCTS, INC. EXCHANGE AGREEMENTExchange Agreement • September 23rd, 2011 • Trellis Earth Products Inc • Oregon
TRELLIS EARTH PRODUCTS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AGREEMENT:Rights Agreement • September 23rd, 2011 • Trellis Earth Products Inc • Oregon
INDUSTRIAL LEASEIndustrial Lease • September 23rd, 2011 • Trellis Earth Products Inc
CONVERTIBLE NOTE AGREEMENTConvertible Note Agreement • September 23rd, 2011 • Trellis Earth Products Inc
WHEREAS, Note Holders are willing to lend Company the aggregate sum of $200,000.00 be evidenced by 18% Convertible Promissory Notes (14% payable monthly as cash interest, 4% Preferred Shares payable at rate of $.50/share payable monthly, for a combined cash and share rate of 18% annual).
Trellis Earth Products, Inc. SEED SERIES PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • September 23rd, 2011 • Trellis Earth Products Inc • Oregon
This Seed Series Preferred Stock Purchase Agreement (this “Agreement”) is entered into as of each Closing (as defined in Section 1.2), by and between Trellis Earth Products, Inc., an Oregon corporation (the “Company”), and the individual investors who are signatories to this Agreement (each an “Investor” or collectively the “Investors”).
PROMISARY NOTETrellis Earth Products Inc • September 23rd, 2011 • Oregon
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • September 23rd, 2011 • Trellis Earth Products Inc • Oregon
TRELLIS EARTH PRODUCTS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 23rd, 2011 • Trellis Earth Products Inc • Oregon
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the date of each closing (as defined in Section 1.2), by and between TRELLIS EARTH PRODUCTS, INC., an Oregon corporation (the “Company”), and the individual investors who are signatories to this Agreement (each an “Investor” or collectively the “Investors”).
PROMISSORY NOTEPromissory Note • November 7th, 2011 • Trellis Earth Products Inc • Plastic materials, synth resins & nonvulcan elastomers
LENDER BORROWER /s/ Yuan Zheng Sun /s/ William Collins Authorized Signature Authorized Signature Yuan Zheng Sun William Collins, CEO Print Name and Title Print Name and Title
