December 30, 2005 U.S. Stock Transfer Corporation 1745 Gardena Ave. Glendale, CA 91204-2991 Attention: Syed Hussaini RE: EARTHSHELL Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement (the "Securities Purchase...Earthshell Corp • January 11th, 2006 • Paperboard containers & boxes
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO]Earthshell Container Corp • August 13th, 1998 • Paperboard containers & boxes
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 23, 2005 by and between EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • March 29th, 2005 • Earthshell Corp • Paperboard containers & boxes • New Jersey
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of December 30, 2005 EARTHSHELL CORPORATION, a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof...Escrow Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
EXHIBIT 4.2 Form of Warrant Agreement ------------------------- EARTHSHELL CORPORATION COMMON STOCK WARRANT THIS WARRANT AND THE UNDERLYING COMMON STOCK MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE...Warrant Agreement • February 16th, 2006 • Earthshell Corp • Paperboard containers & boxes • California
RECITALS:License Agreement • November 15th, 2005 • Earthshell Corp • Paperboard containers & boxes • California
OPERATING AGREEMENTOperating Agreement • February 17th, 1998 • Earthshell Container Corp • Paperboard containers & boxes
RECITALSLease Agreement • April 14th, 2004 • Earthshell Corp • Paperboard containers & boxes
Exhibit 99.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of March 23, 2005, by and between EARTHSHELL CORPORATION, a Delaware corporation located at 3916 State Street, Number 110, Santa Barbara,...Security Agreement • March 29th, 2005 • Earthshell Corp • Paperboard containers & boxes • New Jersey
R E C I T A L SNon-Qualified Stock Option Agreement • September 28th, 1998 • Earthshell Corp • Paperboard containers & boxes • California
Std. Ind. Lease Revised 1/15/99 LEASE AGREEMENT THIS LEASE, made this 2nd day of July, 1999, by and between CHIPPEWA LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter called "Landlord"), and EARTHSHELL CORPORATION, a Delaware...Lease Agreement • March 27th, 2000 • Earthshell Corp • Paperboard containers & boxes • Maryland
Recitals:Termination Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes
AMENDMENT TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 14th, 2001 • Earthshell Corp • Paperboard containers & boxes
This AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of March 28, 2001 by and between Earthshell Corporation, a Delaware corporation (the “Company”) and Acqua Wellington North American Equities Fund, Ltd., a company organized under the laws of the Commonwealth of The Bahamas (the “Purchaser”).
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 30, 2005, by and among EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
10,560,000 Shares (1) Common Stock ($.01 par value)Earthshell Container Corp • March 23rd, 1998 • Paperboard containers & boxes • New York
Jersey City, New Jersey $1,350,000 FOR VALUE RECEIVED, the undersigned, EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Lender") at 101 Hudson Street, Suite 3700, Jersey City, New...Earthshell Corp • May 27th, 2005 • Paperboard containers & boxes • New Jersey
RECITALS:License Agreement • November 12th, 1998 • Earthshell Corp • Paperboard containers & boxes
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2006 • Earthshell Corp • Paperboard containers & boxes • Delaware
EXHIBIT 10.40 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (EKI) This Amendment No. 2 to Registration Rights Agreement (the "Amendment") is made and entered into as of November 3, 1997 by and among EarthShell Container Corporation, a Delaware...Registration Rights Agreement • February 24th, 1998 • Earthshell Container Corp • Paperboard containers & boxes • California
EXHIBIT 10.13 TABLE OF CONTENTSRights Agreement • October 2nd, 1996 • Earthshell Container Corp • California
BETWEENLease Agreement • April 14th, 2004 • Earthshell Corp • Paperboard containers & boxes • Maryland
AGREEMENTInvestor Rights Agreement • February 16th, 2006 • Earthshell Corp • Paperboard containers & boxes • California
AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective on December 30, 2005, by and between EARTHSHELL CORPORATION, a Delaware corporation located at 1301 York Road,...Security Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR THE LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN...Earthshell Container Corp • October 8th, 1997 • Paperboard containers & boxes • California
CREDIT AGREEMENTCredit Agreement • October 8th, 1997 • Earthshell Container Corp • Paperboard containers & boxes • California
2,640,000 Shares(1) Common Stock ($0.01 par value)Earthshell Container Corp • March 23rd, 1998 • Paperboard containers & boxes • New York
EXHIBIT 10.1Agreement and Plan of Merger • August 15th, 2005 • Earthshell Corp • Paperboard containers & boxes • Delaware
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 15th, 2001 • Earthshell Corp • Paperboard containers & boxes • California
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of January 18, 2001 (the “Execution Date”), but made effective as of December 31, 2000 (the “Effective Date”), is entered into between E. Khashoggi Industries, LLC, a Delaware limited liability company (“Seller”), and EarthShell Corporation, a Delaware corporation (“Buyer”), with reference to the following facts:
EXHIBIT 10.2Sublicense Agreement • August 15th, 2005 • Earthshell Corp • Paperboard containers & boxes
Re: Sublicense Agreement dated as of May 13, 2004 (the "Sublicense Agreement") between EarthShell Corporation ("EarthShell") and Meridian Business Solutions Ltd ("MBS")_______________________ -------------------------------------------------------------
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 30, 2005, by and among EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors listed on Schedule...Investor Registration Rights Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
EXHIBIT 10.39 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (SERIES A) This Amendment No. 2 to Registration Rights Agreement (the "Amendment") is made and entered into as of November 3, 1997 by and among EarthShell Container Corporation, a Delaware...Registration Rights Agreement • February 24th, 1998 • Earthshell Container Corp • Paperboard containers & boxes • California
Exhibit 99.3 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 29th, 2005 • Earthshell Corp • Paperboard containers & boxes • New Jersey
Exhibit 99.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of March 23, 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and EARTHSHELL CORPORATION, a corporation organized...Equity Distribution Agreement • March 29th, 2005 • Earthshell Corp • Paperboard containers & boxes • New Jersey
No. CCP-1 $4,500,000 EARTHSHELL CORPORATION Secured Convertible Debenture Due December 30, 2008 This Secured Convertible Debenture (the "Debenture") is issued by EARTHSHELL CORPORATION, a Delaware corporation (the "Obligor"), to CORNELL CAPITAL...Earthshell Corp • January 11th, 2006 • Paperboard containers & boxes
AGREEMENTAgreement • October 2nd, 1996 • Earthshell Container Corp • California
