2 3 the performance by the Company of its respective obligations hereunder and thereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the...Note Purchase Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
2 3 thereunder (the "Agent"), the guarantors named therein and the lenders named therein, in accordance with the terms of the Amended and Restated Guarantee, dated as of December 23, 1997 (the "Chase Guarantee") made by the Stockholders in favor of...Stockholders Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Delaware
CONSENT AND AMENDMENT TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 1996 • Aurora Electronics Inc • Semiconductors & related devices • New York
EXHIBIT 10.2.1 [GREYROCK BUSINESS CREDIT LETTERHEAD] LOAN AND SECURITY AGREEMENT BORROWERS: THE CERPLEX GROUP, INC. (FORMERLY AURORA ELECTRONICS, INC.) AURORA ELECTRONICS GROUP, INC. CERPLEX, INC. (FORMERLY THE CERPLEX GROUP, INC.) CERPLEX MASS, INC....Loan and Security Agreement • January 12th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • California
EXHIBIT C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 1996 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 4.17 THIRD SUPPLEMENTAL INDENTURE This Third Supplemental Indenture, effective as of April 30, 1998 (the "Supplemental Indenture"), is entered into by and between The Cerplex Group, Inc. (f/k/a Aurora Electronics, Inc.), a corporation...Third Supplemental Indenture • January 12th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
2 3 THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN...Affiliate Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
BACKGROUNDMerger Agreement • June 27th, 1997 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • California
RELEASE -------Release Agreement • August 16th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
3 4 (c) Notice of Default. If any one or more events which constitute, or which with notice or lapse of time or both would constitute, an Event of Default under Section 10 of this Note shall occur, the Company shall, immediately after it becomes aware...Subordinated Note • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
COMMON STOCK PURCHASE WARRANTWarrant Agreement • December 30th, 1996 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Aurora
SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, SECOND AMENDMENT TO GUARANTY AND FIRST AMENDMENT TO WARRANTSSenior Secured Credit Agreement • January 16th, 1996 • Aurora Electronics Inc • Semiconductors & related devices • California
1 STANDARD OFFICE LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC LEASE PROVISIONS ("Basic Lease Provisions") 1.1. PARTIES: This Lease, dated, for reference purposes only, January 26, 1999, is made by and between KILROY REALTY...Standard Office Lease • May 17th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
CONSENTConsent • August 16th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
Exhibit D AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 dated as of September 30, 1996 to the REGISTRATION RIGHTS AGREEMENT, dated March 29, 1996 among AURORA ELECTRONICS, INC., a Delaware corporation (the "Company"), and the...Registration Rights Agreement • December 30th, 1996 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.2.4 NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • January 12th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THE SECURITIES EVIDENCED HEREBY, NOR ANY INTEREST THEREIN, MAY BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF...Senior Subordinated Note • May 17th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • California
AmongSeries B Convertible Preferred Stock Purchase Agreement • January 13th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.43 SENIOR SUBORDINATED NOTE PURCHASE AGREEMENTSenior Subordinated Note Purchase Agreement • January 13th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 10.41 SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries C Convertible Preferred Stock Purchase Agreement • January 13th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Delaware
THIS GUARANTEE is dated 1999Guarantee and Indemnity • January 11th, 2000 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
AMENDMENT NO. 1 TO INTERIM MANAGEMENT AGREEMENTInterim Management Agreement • March 26th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
January 6, 1998 Aurora Electronics. Inc. 9477 Waples Street, Suite 150 San Diego, CA 92121 Attn: Wayne Withers, Chief Financial Officer SUBJECT Financial Support Agreement, dated as of September 30, 1996, as amended, (the "Agreement"), among Aurora...Financial Support Agreement • January 13th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUEEmployment Agreement • January 13th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
April 30, 1998Streamlined Facility Agreement • January 12th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
EXHIBIT 10.39 AMENDED AND RESTATED FINANCIAL SUPPORT AGREEMENT AMENDED AND RESTATED FINANCIAL SUPPORT AGREEMENT, dated as of July 31, 1997 (the "Agreement"), among Aurora Electronics, Inc., a Delaware corporation (the "Company"), Aurora Electronics...Financial Support Agreement • January 13th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
1 EXHIBIT 4.4 FORM OF INDENTURE BETWEEN THE REGISTRANT AND U.S. TRUST CORPORATION THE CERPLEX GROUP, INC.Indenture • May 13th, 1998 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • New York
1 EXHIBIT 4.17 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
COMMON STOCK PURCHASE WARRANTWarrant Agreement • December 30th, 1996 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Aurora
andDeed of Debenture • January 11th, 2000 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • Enfield
2 3 "holder," as used herein, shall be deemed to mean the person in whose name such Note is registered as aforesaid at such time.Senior Subordinated Bridge Note • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT 4.1Loan and Security Agreement • December 1st, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • California
1 EXHIBIT 10.45 IRREVOCABLE PROXY AND OPTION AGREEMENT Each undersigned stockholder of THE CERPLEX GROUP, INC., a Delaware corporation (the "Company"), hereby irrevocably appoints Larry McTavish and Richard H. Stowe, and each of them, or any other...Irrevocable Proxy and Option Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
