0001193125-13-156787 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • April 16th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York

PURCHASE AGREEMENT, dated as of January 25, 2013 (this “Agreement”), by and between IBC Funds, LLC a Nevada Limited Liability company (the “Buyer”), and the undersigned Sellers (individually, a “Seller” and collectively, the “Sellers”) of the 7% Convertible Senior Subordinated Notes Due 2016 (the “Notes”) issued by Cereplast, Inc. (the “Company”) pursuant to the Indenture dated as of May 24, 2011 (the “Indenture”), by and among the Company and Wells Fargo Bank, National Association, (the “Trustee”) for the purchase by the Buyer of certain interests in the Notes held by each of the Seller, as more fully described below.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2013 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • California

This Employment Agreement (the “Agreement”) is entered into as of February 5, 2013, between Cereplast, Inc., a Nevada corporation, (the “Company”) and Michael Okada, (the “Executive”), with reference to the following:

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