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Exhibit 4.1    
  


CYANOTECH CORPORATION

73-4460 QUEEN KAAHUMANU HWY #102

KAILUA-KONA, HI 96740  


COMMON STOCK

SUBSCRIPTION AGREEMENT  


        This Subscription Agreement (this "Agreement") is made as of the acceptance date indicated below by and between Cyanotech Corporation, a Nevada corporation (the
"Company") and the undersigned (the "Investor") which is subscribing to purchase hereby the number of shares of Cyanotech Corporation Common Stock (the "Shares") at the total price indicated below. 



        In
consideration of the Company's agreement to sell Shares to Investor and the Investor's agreement to purchase the Shares, and the mutual provisions and covenants set forth herein, the
parties agree as follows: 


1.    Subscription  


        If accepted by the Company, this Agreement, when executed below, constitutes a subscription for Common Stock, $0.005 par value, of the Company in the amount set
forth below. This agreement is irrevocable, except that the Investor has no obligation hereunder in the event that the Company fails to accept the Agreement within five (5) business days of its
execution by Investor or in case of a material breach by the Company of any of its representations and warranties hereunder. 


2.    Investor Representations  


        The Investor hereby represents, warrants, and agrees that: 


        a)    Investor
has received the materials listed in the Confidential Memorandum dated August 1, 2002, as supplemented ("Confidential Memorandum") and is familiar with
the terms and provisions thereof. The Investor has had full opportunity to inspect the books and records of the Company and to question principal officers of the Company about all aspects of the
Company. The Investor has received satisfactory answers to all questions asked. 



        b)    Investor
has sufficient knowledge and experience in business and financial matters so as to be capable of evaluating the Company, its proposed activities, and the risks
and merits of the Company's business and of this investment and of making an informed investment decision with respect thereto. 


        c)    Investor
has financial net worth and income suitable to this investment, specifically, 



        (i)    For
individuals: Investor, individually or jointly with spouse, has a net worth in excess of $1 million, or has individual income in excess of $200,00 in each of
the two most recent years or joint income with spouse in excess of $300,000 in each of those years and reasonably expects reaching the same income in the current year. 


        (ii)  For
a corporation or partnership: a) Each of the equity owners meet the requirements of clause (i) above and the entity was not formed specifically for
the purpose of acquiring the Shares or (b) the entity is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933. 




        d)    Investor's
overall commitments to investments which are not readily marketable, including the Shares, is not disproportionate to its net worth. 



        e)    Investor
understands that the economic risks of this investment may have to be carried for an indefinite period of time because the Shares have not been registered under
the Securities Act of 1993 or applicable state securities laws (collectively the "Acts") and, consequently, cannot be sold or 





 




otherwise transferred unless they are subsequently registered under the Acts or an exemption from registration is available. 



        f)    Investor
has adequate net worth and means of providing for its current business and personal needs and contingencies so as to sustain a complete loss of this investment.
Investor has no need for liquidity in the Shares of the Company. 


        g)    Investor
recognizes that investment in Shares of the Company involves certain substantial risks which could result in the loss of the entire investment. Investor
understands the risk factors related to purchase of the Shares, including, but not limited to, those set forth in the materials the Company has provided and in discussions with the Company. 



        h)    The
Shares are being acquired by Investor for investment for its own account and not on behalf of any other person, and not with a view to, or for resale or other
distribution in connection with, any distribution thereof. 


        i)    The
Company is not required to effect, permit or recognize any sale, offer for sale, exchange, transfer, assignment, or pledge of any or all of the Shares unless they are
registered under the 1933 Act, or unless the Company is furnished with an attorney's opinion, reasonably acceptable to the Company, that such registration is not required. The Company shall be
entitled to cause legends to this effect to be endorsed on all certificates evidencing the Shares. Further, the Company shall have the right to place a stop transfer order with its secretary or
transfer agent pursuant to which transfer of all or any portion of the Shares shall be prohibited except upon a proper showing of compliance with this Agreement. 


        j)    No
federal or state agency has made any finding or determination as to the fairness of this offering for investment nor any recommendation or endorsement of the Shares. 


        k)    If
an individual, Investor is over twenty-one years of age. If the undersigned is acting in a representative capacity for a corporation, partnership or other
business entity, such person is duly authorized to act in such capacity and such entity is validly existing and in good standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to subscribe for and
purchase Shares of the Company and to perform its obligations under this Agreement, and has taken all action necessary to do so. 


        l)    No
representations or warranties have been made to Investor by the Company or any of its agents other than as set forth herein or in the Confidential Memorandum,
including documents referred to in the Confidential Memorandum. 


3.    Representations and Warranties of the Company  


        The Company represents and warrants to the Investor as of the date the Investor's subscription is accepted by the Company, as follows: 



        (a)  The
Company and its subsidiary are corporations duly organized, existing and in good standing under the laws of their respective state of incorporation and each
corporation has the corporate power to conduct the business which it conducts and proposes to conduct. 


        (b)  The
issuance of the Shares by the Company has been duly approved by its Board of Directors and all other actions required to authorize and effect the offer and sale of
the Shares have been duly taken and approved. 


        (c)  The
Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms hereof, will be fully paid and non-assessable and
valid and binding obligations of the Company enforceable in accordance with their respective terms. 


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        (d)  The
Company has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other
governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith. 



        (e)  Except
as set forth in the Confidential Memorandum, the Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which
could materially adversely affect the business, property, financial condition or operations of the Company. 


        (f)    Except
as set forth in the Confidential Memorandum, the Company is not in violation of or default under, nor will the issuance of the Shares and the incurrence of the
obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation of, or constitute a default under the certificate of
incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of
indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Company is a party or by which it or any of its
properties may be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign. 


        (g)  The
financial information referred to or contained in the Confidential Memorandum presents fairly the financial condition of the Company as of the date and for the
periods indicated. 


        (h)  Each
complete or partial statement, report, prospectus filed under the Securities Act of 1933, as amended ("1933 Act"), or proxy statement included in or referred to in
the Confidential Memorandum is a true and complete copy of or excerpt from such document as filed by the Company with the Securities and Exchange Commission ("SEC") ("SEC Documents"). The Company has
filed all the documents that the Company was required to file with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the date on which its
last report on Form 10-K was filed. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the 1933
Act, as applicable. Neither the Confidential Memorandum nor any of the SEC Documents as of their respective dates contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Documents or the Confidential Memorandum ("Financial Statements") comply as to form in all material respects with applicable accounting requirements. Except as may be indicated in
the notes to the Financial Statements or, in the case of unaudited statements as permitted by Form 10-Q, the Financial Statements have been prepared in accordance with generally
accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company and any subsidiaries at the dates thereof and the consolidated results of
their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments). 



        (i)    Except
as otherwise disclosed herein or in writing or otherwise set forth in the SEC Documents since June 30, 2002, there has not been: 



        (i)    any
changes in the assets, liabilities, financial condition, or operations or prospects of the Company from that reflected in the Financial Statements except changes in
the ordinary course of business which have not been, either in any individual case or in the aggregate, materially adverse; 


        (ii)  any
material change in the contingent obligations of the Company, whether by way of guarantee, endorsement, indemnity, warranty or otherwise; 



        (iii)  any
damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties or business of the Company; 



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        (iv)  any
declaration or payment of any dividend or other distribution of the assets of the Company; 


        (v)  any
labor organization activity; or 


        (vi)  any
other event or condition of any character which has materially and adversely affected the Company's assets, liabilities, financial condition or operations or
prospects. 




4.    Registration Rights  


        a)    No
later than ninety (90) calendar days after the date the subscription of Investor is accepted by the Company (regardless of whether the maximum number of
Securities shall have been sold), the Company shall, at its sole cost and expense, file a registration statement on the appropriate form under the 1933 Act with the Securities and Exchange
Commission ("SEC") covering all of the Shares as set forth in this Section 4, time being of the essence. Also included in such filing shall be the shares of Common Stock into which the 10%
Convertible Subordinated Debentures of the Company, to be issued on or about the same date as the Shares, may be converted as provided in such Debentures. The Shares and such conversion shares
comprise the "Registrable Securities". The Company shall use its best efforts to have such registration statement declared effective as soon as possible thereafter, and shall keep such registration
statement current and effective for at least three (3) years following the date hereof or until such earlier date as all of the Registrable Securities registered pursuant to such registration
statement shall have been sold or otherwise transferred. 


        b)    In
the event the Company effects any registration under the 1933 Act of any Registrable Securities pursuant to Sections 4(a) above or 4(g) below, the Company shall
indemnify, to the extent permitted by law, and hold harmless any Registered Holder whose Registrable Securities are included in such Registration Statement (each, a "Seller"), any underwriter, any
officer, director, employee or agent of any Seller or underwriter, and each other person, if any, who controls any Seller or underwriter within the meaning of Section 15 of the 1933 Act,
against any losses, claims, damages or liabilities, judgment, fines, penalties, costs and expenses, joint or several, or actions in respect thereof (collectively, the "Claims"), to which each such
indemnified party becomes subject, under the 1933 Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the registration statement or prospectus or any amendment or supplement thereto or any document filed under a state securities or blue sky law (collectively, the
"Registration Documents") or insofar as such Claims arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein
or necessary to make the statements made therein not misleading, and will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in
investigating or defending any such Claim; provided that the Company shall not be liable in any such case to the extent such Claim is based upon an untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by or on behalf
of any indemnified party specifically for use in the preparation of such Registration Document. 


        c)    In
connection with any registration statement in which any Seller is participating, each Seller, severally and not jointly, shall indemnify, to the extent permitted by
law, and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each other person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act, each other Seller and each underwriter, any officer, director, employee or agent of any such other Seller or underwriter and each other person, if any, who controls
such other Seller or underwriter within the meaning of Section 15 of the 1933 Act against any Claims to which each such indemnified party may become subject under the 1933 Act or otherwise,
insofar as such Claims (or actions in respect thereof) are based upon any untrue statement or alleged untrue statement of any material fact contained in any 


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Registration Document, or insofar as any Claims are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to
make the statements made therein not misleading, and will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in investigating or
defending any such claim; provided, however, that such indemnification or reimbursement shall be payable only if, and to the extent that, any such Claim arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by the
Seller specifically for use in the preparation thereof. 


        d)    Any
person entitled to indemnification under Sections 4(b) or 4(c) above shall notify promptly the indemnifying party in writing of the commencement of any Claim if a
claim for indemnification in respect thereof is to be made against an indemnifying party under this Section 4(d), but the omission of such notice shall not relieve the indemnifying party from
any liability which it may have to any indemnified party otherwise than under Section 4(b) or 4(c) above, except to the extent that such failure shall materially adversely affect any
indemnifying party or its rights hereunder. In case any action is brought against the indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate in, and, to the extent that it chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; and, after notice from the
indemnifying party to the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the
Claim within twenty (20) calendar days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so; (ii) if the indemnified party who is
a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that
there are legal defenses available to the indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of
counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded that there are legal defenses available to such party or
parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of
professional conduct) and the indemnifying party shall be liable for any reasonable expenses therefor; provided, that no indemnifying party shall be subject to any liability for any settlement of a
Claim made without its consent (which may not be unreasonably withheld, delayed or conditioned). If the indemnifying party assumes the defense of any Claim hereunder, such indemnifying party shall not
enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party (which consent may not be unreasonably withheld, delayed or
conditioned). 


        e)    If
for any reason the indemnity provided in Section 4(b) or 4(c) above is unavailable, or is insufficient to hold harmless, an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party on the one hand and the indemnified party on the other from the transactions contemplated by this Agreement. If, however, the allocation provided in the immediately preceding
sentence is not permitted by applicable law, or if the indemnified party failed to give the notice required by Section 4(d) above, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party and the indemnified
party as well as any other relevant equitable considerations. The relative 


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fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such Claim. Notwithstanding the foregoing, no underwriter or controlling person thereof, if any, shall be required to contribute, in respect of such underwriter's participation as an
underwriter in the offering, any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The
obligation of any underwriters to contribute pursuant to this subsection (e) shall be several in proportion to their respective underwriting commitments and not joint. 



        f)    The
provisions of Sections 4(b) through 4(e) hereof shall be in addition to any other rights to indemnification or contribution which any indemnified party may have
pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the
transfer of the Registrable Securities by any such party. 


        g)    If
the registration statement as filed pursuant to Section 4(a) is not then effective within 180 calendar days of the days after the date the subscription of
Investor is accepted by the Company, then the Investor shall have certain "piggy-back" registration rights. 



        (i)    If
at any time after the issuance of the Shares, the Company shall file with the SEC a registration statement under the 1933 Act registering any shares of Common Stock
owned by any person or entity, the Company shall give written notice to the Investor prior to such filing. 


        (ii)  Within
fifteen (15) calendar days after such notice from the Company, the Investor shall give written notice to the Company whether or not Investor desires to
have all of Investor's Registrable Securities included in the registration statement. If Investor fails to give such notice within such period, Investor shall not have the right to have Investor's
Registrable Securities registered pursuant to such registration statement. If Investor gives such notice, then the Company shall include Investor's Registrable Securities in the registration
statement, at Company's sole cost and expense, subject to the remaining terms of this Section 4(g). 


        (iii)  If
the registration statement relates to an underwritten offering, and the underwriter shall determine in writing that the total number of shares of Common Stock to be
included in the offering, including the Registrable Securities, shall exceed the amount which the underwriter deems to be appropriate for the offering, the number of shares of the Registrable
Securities shall be reduced in the same proportion as the remainder of the shares in the offering and Investor's Registrable Securities included in such registration statement will be reduced
proportionately. For this purpose, if other securities in the registration statement are derivative securities, their underlying shares shall be included in the computation. Investor shall enter into
such agreements as may be reasonably required by the underwriters and the Investor shall pay the underwriters commissions relating to the sale of their respective Registrable Securities. 


        (iv)  Investor
shall have an unlimited number of opportunities to have the Registrable Securities registered under this Section 4(g). 



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        (v)  Investor
shall furnish in writing to the Company such information as the Company shall reasonably require in connection with a registration statement. 




        h)    If
and whenever the Company is required by the provisions of this Section 4 to use its best efforts to register any Registrable Securities under the 1933 Act, the
Company shall, as expeditiously as possible under the circumstances: 



        (i)    Prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to
become effective as soon as possible and remain effective. 


        (ii)  Prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep
such registration statement current and to comply with the provisions of the 1933 Act, and any regulations promulgated thereunder, with respect to the sale or disposition of all Registrable Securities
covered by the registration statement required to effect the distribution of the securities, but in no event shall the Company be required to do so for a period of more than three (3) years
following the effective date of the registration statement. 


        (iii)  Furnish
to the Sellers participating in the offering, copies (in reasonable quantities) of summary, preliminary, final, amended or supplemented prospectuses, in
conformity with the requirements of the 1933 Act and any regulations promulgated thereunder, and other documents as reasonably may be required in order to facilitate the disposition of the securities,
but only while the Company is required under the provisions hereof to keep the registration statement current. 



        (iv)  Use
its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such
jurisdictions of the United States as the Sellers participating in the offering shall reasonably request, and do any and all other acts and things which may be reasonably necessary to enable each
participating Seller to consummate the disposition of the Registrable Securities in such jurisdictions. 


        (v)  Notify
each Seller selling Registrable Securities, at any time when a prospectus relating to any such Registrable Securities covered by such registration statement is
required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare
and furnish to each such Seller selling Registrable Securities a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing. 


        (vi)  As
soon as practicable after the effective date of the registration statement, and in any event within eighteen (18) months thereafter, make generally available
to Sellers participating in the offering an
earnings statement (which need not be audited) covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including, at the Company's option, Rule 158 thereunder. To the extent that the Company files such information
with the SEC in satisfaction of the foregoing, the Company need not deliver the above referenced earnings statement to Seller. 


        (vii) Upon
request, deliver promptly to counsel of each Seller participating in the offering copies of all correspondence between the SEC and the Company, its counsel or
auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration 



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statement and permit each such Seller to do such investigation at such Seller's sole cost and expense, upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary. Each Seller agrees that it will use its best efforts not to interfere unreasonably with the Company's business when conducting any such
investigation and each Seller shall keep any such information received pursuant to this Subsection G confidential. 


        (viii)  Provide
a transfer agent and registrar located in the United States for all such Registrable Securities covered by such registration statement not later
than the effective date of such registration statement. 


        (ix)  List
the Registrable Securities covered by such registration statement on such exchanges and/or the NASDAQ as the Common Stock is then currently listed. 



        (x)  Pay
all Registration Expenses (as hereinafter defined) incurred in connection with a registration of Registrable Securities, whether or not such registration statement
shall become effective; provided that each Seller shall pay all underwriting discounts, commissions and transfer taxes, and their own counsel fees, if any, relating to the sale or disposition of such
Seller's Registrable Securities pursuant to a registration statement. As used herein, "Registration Expenses" means any and all reasonable and customary expenses incident to performance of or
compliance with the registration rights set forth herein, including, without limitation, (i) all SEC, stock exchange and National Association of Securities Dealers, Inc. registration and
filing fees, (ii) all fees and expenses of complying with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the Registrable Securities but no other expenses of the underwriters or their counsel), (iii) all printing, messenger and delivery expenses, and (iv) the reasonable
fees and disbursements of counsel for the Company and its independent public accountants. 




        i)    The
Company acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 4 and that such failure would not
be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 4 may be specifically enforced. In the event that the Company shall fail to file such
registration statement when required pursuant to Section 4(a) above or to keep any registration statement effective as provided in this Section or
otherwise fails to comply with its obligations and agreements in this Section 4, then, in addition to any other rights or remedies the Registered Holders may have at law or in equity, including
without limitation, the right of rescission, the Company shall indemnify and hold harmless the Registered Holders from and against any and all manner or loss which they may incur as a result of such
failure. In addition, the Company shall also reimburse the Registered Holders for any and all reasonable legal fees and expenses incurred by them in enforcing their rights pursuant to this
Section 4, regardless of whether any litigation was commenced. 



5.    Indemnification  


        Investor acknowledges that it understands the meaning and legal consequences of the representations and warranties made by it in Section 2, and that the
Company is relying on such representations and warranties in making its determination to accept or reject this Subscription. Investor hereby agrees to indemnify and hold harmless the Company and each
director, officer or employee thereof from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of Investor contained in
Section 2. Company hereby agrees to indemnify and hold harmless the Investor and each trustee, director, officer or employee thereof from and against any and all loss, damage or liability due
to or arising out of a breach of any representation or warranty of the Company contained in Section 3. 


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6.    Transferability  


        In connection with any transfer of the Shares as permitted by applicable law, Investor may assign its rights pursuant to this Agreement including, without
limitation, its rights pursuant to Section 4. 



7.    Survival of Representations and Warranties  


        All representations and warranties contained herein or made in writing by Investor to the Company or by the Company to Investor in connection herewith shall
survive the execution and delivery of this Agreement, the sale and purchase of the Shares and any disposition thereof. 


8.    Successors and Assigns  


        All covenants and agreements contained in this Agreement by or on behalf of either of the parties hereto shall bind and endure to the benefit of the Company's
successors and assigns and Investor's successors and assigns. 


9.    Governing Law  


        This Agreement is to be construed and enforced in accordance with, and the rights of the parties shall be governed by the laws of California other than its
conflict of laws rules. 


[Signatures
on next page] 


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CYANOTECH CORPORATION
  PRIVATE PLACEMENT OFFERING, AUGUST 1, 2002    
  



	Number of Shares Applied for:

(150,000 Shares Minimum)	 	Total Price of Shares Applied For:

($60,000 Minimum)
	

	
 	


	

Amount Paid in Cash Herewith:	
 	

Dated:	

 
	

	
 	

 	

 
	

Address for Sending Notice to Investor:	
 	

If Investor is a Partnership, Corporation, or Trust, complete the following:
	

	
 	


	 	 	Name of Partnership, Corporation or Trust—(Typed or Printed)
	
	 	 	 
	

	
 	

By:	

 
	 	 	 	

	 	 	Name of Individual Executing—(Typed or Printed)
	

Phone:	
 	

 	

 
	

	
 	

 	

 
	

Social Security or Tax ID Number #	
 	

 	

 
	 	 	 	 
	

	
 	

Signature:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	

ACCEPTED AS OF DATE BELOW CYANOTECH CORPORATION:
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	

Dated:	

 
	 	 	 	





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QuickLinks



Exhibit 4.1



CYANOTECH CORPORATION PRIVATE PLACEMENT OFFERING, AUGUST 1, 2002