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...Registration Rights Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes • New Jersey
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO]Lease Agreement • August 13th, 1998 • Earthshell Container Corp • Paperboard containers & boxes
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
EARTHSHELL CONTAINER CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT This Non- Qualified Stock Option Agreement ("Agreement") is made and entered into as of the Date of Grant indicated below by and between EarthShell Container Corporation, a Delaware...Non-Qualified Stock Option Agreement • October 2nd, 1996 • Earthshell Container Corp • California
OPERATING AGREEMENTOperating Agreement • February 17th, 1998 • Earthshell Container Corp • Paperboard containers & boxes
Recitals:Termination Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes
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...Promissory Note • May 27th, 2005 • 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
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
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”).
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...Securities Purchase Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes
EARTHSHELL CONTAINER CORPORATION 1994 STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT [optionee's...Stock Option Agreement • October 2nd, 1996 • Earthshell Container Corp • California
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
RECITALSLease Agreement • April 14th, 2004 • Earthshell Corp • Paperboard containers & boxes
EMPLOYMENT AGREEMENT BETWEEN EARTHSHELL CORPORATION AND DAVID H. KENNEDY This Employment Agreement (the "Agreement") is entered into this 16th day of February, 1998, by and between EarthShell Corporation, a Delaware corporation with its principal...Employment Agreement • March 23rd, 1998 • Earthshell Container Corp • Paperboard containers & boxes • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2006 • Earthshell Corp • Paperboard containers & boxes • Delaware
RECITALS:License Agreement • November 15th, 2005 • Earthshell Corp • Paperboard containers & boxes • California
AGREEMENTInvestor Rights Agreement • February 16th, 2006 • Earthshell Corp • Paperboard containers & boxes • California
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 99.3 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 29th, 2005 • Earthshell Corp • Paperboard containers & boxes • New Jersey
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
R E C I T A L SNon-Qualified Stock Option Agreement • September 28th, 1998 • Earthshell Corp • Paperboard containers & boxes • California
EXHIBIT 10.36 [LETTERHEAD] January 14, 1998 Mr. Earl W. Shapiro President Prairie Packaging, Inc. 7207 S. Mason Avenue Bedford Park, IL 60638 Re: DEVELOPMENT OF MANUFACTURING PLANT ---------------------------------- Dear Earl: With reference to our...Letter of Intent • February 24th, 1998 • Earthshell Container Corp • Paperboard containers & boxes
EXHIBIT 10.13 TABLE OF CONTENTSRegistration Rights Agreement • October 2nd, 1996 • Earthshell Container Corp • 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
CREDIT AGREEMENTCredit Agreement • October 8th, 1997 • Earthshell Container Corp • Paperboard containers & boxes • California
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...Debenture Agreement • January 11th, 2006 • Earthshell Corp • Paperboard containers & boxes
RECITALS:License Agreement • November 12th, 1998 • Earthshell Corp • Paperboard containers & boxes
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")_______________________ -------------------------------------------------------------
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...Standby Equity Distribution Agreement • March 29th, 2005 • Earthshell Corp • Paperboard containers & boxes • New Jersey
EXHIBIT 10.3 AGREEMENT AND BILL OF SALE This Agreement and Bill of Sale (the "Agreement") is entered into as of February 28, 1995 by and between EarthShell Container Corporation, a Delaware corporation ("ECC"), and E. Khashoggi Industries, a...Bill of Sale • October 2nd, 1996 • Earthshell Container Corp • California
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
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...Warrant Agreement • October 8th, 1997 • Earthshell Container Corp • Paperboard containers & boxes • California
EXHIBIT 10.1Merger Agreement • August 15th, 2005 • Earthshell Corp • Paperboard containers & boxes • Delaware
10,560,000 Shares (1) Common Stock ($.01 par value)u.s. Underwriting Agreement • March 23rd, 1998 • Earthshell Container Corp • Paperboard containers & boxes • New York
