2 3 the performance by the Company of its respective obligations hereunder and thereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the...Note Purchase Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
2 3 thereunder (the "Agent"), the guarantors named therein and the lenders named therein, in accordance with the terms of the Amended and Restated Guarantee, dated as of December 23, 1997 (the "Chase Guarantee") made by the Stockholders in favor of...Stockholders Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Delaware
2 3 THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN...Affiliate Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
3 4 (c) Notice of Default. If any one or more events which constitute, or which with notice or lapse of time or both would constitute, an Event of Default under Section 10 of this Note shall occur, the Company shall, immediately after it becomes aware...Subordinated Note • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
2 3 purposes whatsoever, whether or not this Note shall be overdue. With respect to any Note at any time outstanding, the term "holder," as used herein, shall be deemed to mean the person in whose name such Note is registered as aforesaid at such time.Senior Subordinated Note • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Delaware
2 3 6. During the Interim Period, McTavish and those other Aurora employees made available to Cerplex pursuant to this Agreement shall use their best efforts to (i) avoid doing anything to the competitive disadvantage of Cerplex vis-a-vis Aurora and...Interim Management Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • Aurora
1 EXHIBIT 4.17 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
2 3 "holder," as used herein, shall be deemed to mean the person in whose name such Note is registered as aforesaid at such time.Senior Subordinated Bridge Note • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
1 EXHIBIT 10.45 IRREVOCABLE PROXY AND OPTION AGREEMENT Each undersigned stockholder of THE CERPLEX GROUP, INC., a Delaware corporation (the "Company"), hereby irrevocably appoints Larry McTavish and Richard H. Stowe, and each of them, or any other...Irrevocable Proxy and Option Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software
1 EXHIBIT 10.47 SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • February 6th, 1998 • Aurora Electronics Inc • Wholesale-computers & peripheral equipment & software • New York
