SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2012 • Trellis Earth Products Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2012, between Trellis Earth Products, 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”).
FORM OF PLACEMENT AGENT WARRANT]Trellis Earth Products Inc • February 3rd, 2012 • Plastic materials, synth resins & nonvulcan elastomers
NEITHER THE OFFER NOR THE SALE OF THIS WARRANT OR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A PLACEMENT AGENCY AGREEMENT DATED AS OF FEBRUARY 2, 2012, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION D OR REGULATION S UNDER THE ACT. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE WARRANTS OR SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND THE RULES OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INCLUDING RULE 5110(G)(1).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 3rd, 2012 • Trellis Earth Products Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
SERIES [ ] COMMON STOCK PURCHASE WARRANT TRELLIS EARTH PRODUCTS, INC.Trellis Earth Products Inc • February 3rd, 2012 • Plastic materials, synth resins & nonvulcan elastomers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York City time, on ______, 2015 (the “Termination Date”), to subscribe for and purchase from Trellis Earth Products, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.
