SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2010, between Cereplast, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 15th, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Cereplast, Inc., a Nevada corporation (the “Company”), hereby agrees to sell registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) with Ladenburg Thalmann & Co. Inc. acting as exclusive placement agent (the “Placement Agent”). The purchase price to the Investors and terms of the Warrants shall be determined by negotiations between the Company and the Investors. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
COMMON STOCK PURCHASE WARRANT CEREPLAST, INC.Cereplast Inc • June 15th, 2010 • Plastic materials, synth resins & nonvulcan elastomers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 14, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on May 26, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cereplast, Inc., a Nevada corporation (the “Company”), up to 64,129 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
