ContractSecurity Agreement • October 19th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
EXCHANGE AGREEMENTExchange Agreement • October 19th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of October 15, 2012, by and between Cereplast, Inc., a Nevada corporation, with offices located at 300 N. Continental Suite 100, El Segundo CA 90245 (the “Company”), and Magna Group, LLC, with offices located at 5 Hanover Square, New York, NY 10004 ( the “Holder”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 19th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 15, 2012 (the “Effective Date”), by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Hanover Holdings I, LLC, a New York limited liability company (the “Lender”).
