EXHIBIT 10.2.4 NEGATIVE PLEDGE AGREEMENTPledge Agreement • January 12th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
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
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...Letter Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
COMMON STOCK PURCHASE WARRANTAurora Electronics Inc • December 30th, 1996 • Wholesale-computers & peripheral equipment & software • Aurora
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
THE CERPLEX GROUP, INC. CERPLEX, INC. AURORA ELECTRONICS GROUP, INC.Cerplex Group Inc/De • February 11th, 1999 • Wholesale-computers & peripheral equipment & software • California
andCerplex Group Inc/De • January 11th, 2000 • Wholesale-computers & peripheral equipment & software • Enfield
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
SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, SECOND AMENDMENT TO GUARANTY AND FIRST AMENDMENT TO WARRANTSAurora Electronics Inc • January 16th, 1996 • 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...Office Lease • May 17th, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 1996 • Aurora Electronics Inc • Semiconductors & related devices • New York
BACKGROUNDAgreement and Plan of Merger • June 27th, 1997 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • California
THIS GUARANTEE is dated 1999Cerplex Group Inc/De • January 11th, 2000 • Wholesale-computers & peripheral equipment & software
3 4 of or constitute (with due notice, lapse of time or both) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien upon any of the property or assets of the Guarantor, except as...Aurora Electronics Inc • December 30th, 1996 • Wholesale-computers & peripheral equipment & software • New York
THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, THIRD AMENDMENT TO GUARANTY AND AMENDMENT TO WARRANTSAurora Electronics Inc • January 16th, 1996 • Semiconductors & related devices • California
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...Cerplex Group Inc/De • May 17th, 1999 • Wholesale-computers & peripheral equipment & software • California
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
AmongConvertible Preferred Stock Purchase Agreement • January 13th, 1998 • 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
EXHIBIT C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 1996 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
3 4 of or constitute (with due notice, lapse of time or both) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien upon any of the property or assets of the Guarantor, except as...Aurora Electronics Inc • December 30th, 1996 • Wholesale-computers & peripheral equipment & software • New York
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
COMMON STOCK PURCHASE WARRANTAurora Electronics Inc • December 30th, 1996 • Wholesale-computers & peripheral equipment & software • Aurora
2 3 6. During the Interim Period, McTavish and those other Aurora employees made available to Cerplex pursuant to this Agreement shall use their best efforts to (i) avoid doing anything to the competitive disadvantage of Cerplex vis-a-vis Aurora and...Interim Management Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Aurora
EXHIBIT 10.42 SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase 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.Cerplex Group Inc/De • May 13th, 1998 • Wholesale-computers & peripheral equipment & software • New York
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
EXHIBIT 4.1Loan and Security Agreement • December 1st, 1999 • Cerplex Group Inc/De • Wholesale-computers & peripheral equipment & software • California
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...Cerplex Note Purchase Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
COMMON STOCK PURCHASE WARRANTAurora Electronics Inc • December 30th, 1996 • Wholesale-computers & peripheral equipment & software • Aurora
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...Proxy and Option Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
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
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERV 7 Agreement and Plan of Merger • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Delaware
1 EXHIBIT 10.47 SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
2 3 purposes whatsoever, whether or not this Note shall be overdue. With respect to any Note at any time outstanding, the term "holder," as used herein, shall be deemed to mean the person in whose name such Note is registered as aforesaid at such time.Aurora Electronics Inc • February 6th, 1998 • Wholesale-computers & peripheral equipment & software • New York
