0000950123-10-115604 Sample Contracts

Contract
Warrant Agreement • December 22nd, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

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VENTURE LOAN AND SECURITY AGREEMENT
Venture Loan and Security Agreement • December 22nd, 2010 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • Connecticut
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