0000950123-11-098153 Sample Contracts

3,125,000 Shares of Common Stock and Warrants to Purchase up to 2,343,750 Shares of Common Stock CEREPLAST, INC. Common Stock (par value $0.001) PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • November 14th, 2011 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York

LAZARD CAPITAL MARKETS LLC ARDOUR CAPITAL INVESTMENTS, LLC c/o Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10020

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2011 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York

The undersigned (the “Investor”) hereby confirms its agreement with Cereplast, Inc., a Nevada corporation (the “Company”), as follows:

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