0000950134-07-022497 Sample Contracts

SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of October 29, 2007 among ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Series D Convertible Preferred Stock Purchase Agreement • November 1st, 2007 • Advanced Environmental Recycling Technologies Inc • Millwood, veneer, plywood, & structural wood members • New York

This SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of October 29, 2007 by and among Advanced Environmental Recycling Technologies, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series D Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2007 • Advanced Environmental Recycling Technologies Inc • Millwood, veneer, plywood, & structural wood members • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2007, by and among Advanced Environmental Recycling Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

Contract
Warrant Agreement • November 1st, 2007 • Advanced Environmental Recycling Technologies Inc • Millwood, veneer, plywood, & structural wood members • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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