EX-10.2



 Exhibit 10.2 

 
 



 
 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2012, between
Cereplast, Inc., a Nevada corporation (the “Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”). 

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof between Company and Purchaser (the
“Purchase Agreement”). 
 Company and Purchaser hereby agrees as follows: 

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the
meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 
 “Advice” shall have the meaning set forth in Section 6(d). 
 “Effectiveness Date” means, with respect to the initial Registration Statement required to be filed hereunder, the 90th calendar day following Filing Date. 

“Effectiveness Period” shall have the meaning set forth in Section 2(a). 

“Filing Date” means, with respect to the Registration Statement required hereunder, on or before
October 31, 2012. 
 “Holder” or “Holders” means the holder or holders, as
the case may be, from time to time of Registrable Securities. 
 “Indemnified Party” shall have
the meaning set forth in Section 5(c). 
 “Indemnifying Party” shall have the meaning set
forth in Section 5(c). 
 “Losses” shall have the meaning set forth in Section 5(a).

 “Plan of Distribution” shall have the meaning set forth in Section 2(a). 

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a
prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 







 “Registrable Securities” means all of (i) the Shares
issuable upon conversion of the Series A Preferred Stock issuable pursuant to the terms of the Purchase Agreement, including without limitation all Common Shares, and (ii) any shares of Common Stock issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing. 

“Registration Statement” means the registration statement required to be filed hereunder and any
additional registrations statements contemplated in Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. 
 “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. 

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. 

“Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3(a). 

“SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or
requests of the Commission staff and (ii) the Securities Act. 

  

			
	



	  	Page 2









 2. Resale Registration. 

(a) On or prior to the Filing Date, Company shall prepare and file with the Commission a Registration Statement covering
the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1, or if Company is eligible Form S-3, and shall contain substantially the
“Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as
reasonably possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities
covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the
requirement for Company to be in compliance with the current public information requirement under Rule 144 or (II) Company is in compliance with the current public information requirement under Rule 144, or (iii) no Registrable Securities are
then outstanding, as determined by the counsel to Company pursuant to a written opinion letter to such effect, addressed and acceptable to Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Company
shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that Company telephonically confirms effectiveness with the Commission. Company shall file a final Prospectus with
the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if the Staff of the Commission (the “Staff”) or any SEC Guidance sets forth a limitation on the number of Registrable Securities
permitted to be registered on a particular Registration Statement (and notwithstanding that Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then Company shall
reduce the number of Registrable Securities to be included in such Registration Statement (with the prior consent of the Holder as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall
so permit such Registration Statement to become effective. 
 (b) Unless and until the shareholder approval required by Section
II.D.5 of the Purchase Agreement has been obtained, no securities of any person other than Purchaser may be included in the Registration Statement or any other registration statement filed by Company. 

3. Registration Procedures 
 In connection with Company’s registration obligations hereunder, Company shall: 
 (a) Not less than five Trading Days prior to the filing of the Registration Statement and not less than 1 Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated or deemed to be incorporated therein by reference), Company shall, (i) furnish to Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or
deemed to be incorporated by reference) will be subject to the review of Holder, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to Holder to conduct a reasonable investigation within the meaning of the Securities Act. Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to
which the Holder shall reasonably object in good faith, provided that Company is notified of such objection in writing no later than 5 Trading Days after the Holder has been so furnished copies of a Registration Statement or 1 Trading Day after the
Holder has been so furnished copies of any related Prospectus or amendments or supplements thereto. Holder agrees to furnish to Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling
Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which the Holder receives draft materials in accordance with this Section.


  

			
	



	  	Page 3









 (b) (i) Prepare and file with the Commission such amendments, including
post-effective amendments, to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission
with respect to the Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holder true and complete copies of all correspondence from and to the Commission relating to the Registration Statement (provided
that Company may excise any information contained therein which would constitute material non-public information as to Holder); and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act
with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holder set forth in
such Registration Statement as so amended or in such Prospectus as so supplemented. 
 (c) If during the
Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then Company shall file as soon as reasonably practicable, an additional
Registration Statement covering the resale by the Holder of not less than 100% of the number of such Registrable Securities. 
 (d) Notify the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the
Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than 1 Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no
later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies Company whether there will be a
“review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) of the receipt by Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to Company that Company believes may be material and that, in the determination of Company, makes it not in the
best interest of Company to allow continued availability of a Registration Statement or Prospectus; provided that any and all of such information shall remain confidential to Holder until such information otherwise becomes public, unless disclosure
by Holder is required by law; provided, further, notwithstanding Holder’s agreement to keep such information confidential, the Holder makes no acknowledgement that any such information is material, non-public information.


  

			
	



	  	Page 4









 (e) Use its commercially reasonable efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction, at the earliest practicable moment. 
 (f) Furnish to Holder, without charge, at least
one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and
all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided that any such item which is available on the EDGAR
system (or successor thereto) need not be furnished in physical form. 
 (g) Subject to the terms of this
Agreement, Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement
thereto, except after the giving of any notice pursuant to Section 3(d). 
 (h) Company shall cooperate with
any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Holder, and Company shall pay the filing fee
required by such filing within two (2) Business Days of request therefor. 
 (i) Prior to any resale of
Registrable Securities by Holder, use its commercially reasonable efforts to register or qualify or cooperate with the Holder in connection with the registration or qualification (or exemption from the Registration or qualification) of such
Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that Company
shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction. 

  

			
	



	  	Page 5









 (j) If requested by the Holder, cooperate with the Holder to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all
restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as Holder may request. 
 (k) Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into account Company’s good faith assessment of any adverse
consequences to Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain 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, in light of the circumstances under which they were made, not misleading. If Company notifies the Holder in accordance with clauses
(iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holder shall suspend use of such Prospectus. Company will use its best efforts to
ensure that the use of the Prospectus may be resumed as promptly as is reasonably practicable. 
 (l) Comply with
all applicable rules and regulations of the Commission. 
 (m) Company may require the Holder to furnish to
Company a certified statement as to the number of shares of Common Stock beneficially owned by the Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the Shares. 

4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by Company shall
be borne by Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (of Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any
Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by Company in writing (including, without limitation, fees and disbursements of
counsel for Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by Company in connection with an Issuer Filing, with respect to any filing that may be required to be
made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale,
(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for Company,
(v) Securities Act liability insurance, if Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by Company in connection with the consummation of the transactions contemplated by this Agreement. In
addition, Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
Company be responsible for any broker or similar commissions of Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holder. 

  

			
	



	  	Page 6









 5. Indemnification 

(a) Indemnification by Company. Company shall, notwithstanding any termination of this Agreement, indemnify and
hold harmless Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock),
investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of Holder, each Person who controls Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such
titles, notwithstanding a lack of such title or any other title)of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (2) any violation or alleged violation by Company of the
Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding Holder furnished in writing to Company by Holder expressly for use therein, or to the extent that such information relates to Holder or Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the
Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable Prospectus after
Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Company shall notify the Holder
promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which Company is aware. 

(b) Indemnification by Holder. In no event shall the liability of Holder hereunder be greater in amount than the
dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 

  

			
	



	  	Page 7









 (c) Conduct of Indemnification Proceedings. If any Proceeding shall
be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in
writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party. 

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party
shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right
to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. 

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written
notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is
judicially determined not to be entitled to indemnification hereunder. 

  

			
	



	  	Page 8









 (d) Contribution. If the indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault
of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. 

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), the
Holder shall not be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by Holder from the sale of the Registrable Securities subject to the
Proceeding exceeds the amount of any damages that Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by Holder. 

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties. 
  

	 	6.	Miscellaneous 

 (a) Remedies. In the event of a breach by Company or by the Holder, of any of their respective obligations under this Agreement, Holder or Company, as the case may be, in addition to being entitled
to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Company and Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall
waive the defense that a remedy at law would be adequate. 
 (b) No Piggyback on Registrations. Except for
the entities listed on Schedule 6(b) neither Company nor any of its security holders (other than the Holder in such capacity pursuant hereto) may include securities of Company in the Registration Statement other than the Registrable Securities.

 (c) Compliance. Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement. 

  

			
	



	  	Page 9









 (d) Discontinued Disposition. Holder agrees by its acquisition of
Registrable Securities that, upon receipt of a notice from Company of the occurrence of any event of the kind described in Section 3(d), Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement
until it is advised in writing (the “Advice”) by Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. Company will use its best efforts to ensure that the use of the
Prospectus may be resumed as promptly as it is reasonably practicable. 
 (e) Amendments and Waivers. The
provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by Company and the Holder. 
 (f) Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. 
 (g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors. Neither party may assign this Agreement or any rights or obligations hereunder (other than by merger). 

(h) No Inconsistent Agreements. Neither Company nor any of its Subsidiaries has entered, as of the date hereof, nor
shall Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holder in this Agreement or otherwise
conflicts with the provisions hereof. Except as set forth on Schedule 6(h), neither Company nor any of the Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any
Person that have not been satisfied in full. 
 (i) Execution and Counterparts. This Agreement may be
executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 

(j) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be determined in accordance with the provisions of the Purchase Agreement. 
 (k) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law. 

  

			
	



	  	Page 10









 
(l) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to
find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  

			
	



	  	Page 11









 (m) Headings. The headings in this Agreement are for convenience
only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. 
 IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. 
  

			
	CEREPLAST, INC.
		
	By:	 	/s/ Frederic Scheer
	Name:	 	Frederic Scheer
	Title:	 	C.E.O
	
	 IRONRIDGE TECHNOLOGY CO.,
 a division of IRONRIDGE GLOBAL IV, LTD.

		
	By:	 	/s/ Peter Cooper
	Name:	 	Peter Cooper
	Title:	 	Director


  

			
	



	  	Page 12









 ANNEX A 
 Plan of Distribution 
 The Selling Stockholder (the “Selling
Stockholder”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the OTC Bulletin Board or any other stock exchange, market or
trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling shares: 

 

	 	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 


 

	 	•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the
transaction; 

  

	 	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 


 

	 	•	an exchange distribution in accordance with the rules of the applicable exchange; 


 

	 	•	privately negotiated transactions; 

  

	 	•	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; 


 

	 	•	broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; 


 

	 	•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; 


 

	 	•	a combination of any such methods of sale; or 

  

	 	•	any other method permitted pursuant to applicable law. 

 Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if
any broker-dealer acts as agent for Purchaser of shares, from Purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. 

  

			
	



	  	Page 13









 In connection with the sale of the common stock or interests therein, the Selling
Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholder may also
sell shares of the common stock short and deliver these securities to close out its short position, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or
other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares
such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). 
 The Selling Stockholder is may be deemed underwriter within the meaning of the Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act. The Selling Stockholder has informed Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed five percent (5%). 
 Company is required to pay certain fees and expenses incurred by Company incident to the registration of the shares. Company has agreed to indemnify the Selling Stockholder against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act. 
 Because the Selling Stockholder may be deemed an
“underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling
Stockholder. 
 We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be
resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for Company to be in compliance with the current public information under Rule 144
under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only
through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or
an exemption from the registration or qualification requirement is available and is complied with. 
 Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale. 

  

			
	



	  	Page 14









 Annex B 
 Cereplast, Inc. 
 Selling Securityholder Notice and Questionnaire

 The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of
Cereplast, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that Company has filed or intends to file with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-1 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of August 20, 2012 (the “Registration Rights Agreement”), among Company and Purchasers named therein. A copy of the
Registration Rights Agreement is available from Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. 

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and
the related prospectus. 
 NOTICE 
 The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3
(unless otherwise specified under such Item 3) in the Registration Statement. 

  

			
	



	  	Page 15









 The undersigned hereby provides the following information to Company and represents and warrants that such
information is accurate: 
 QUESTIONNAIRE 
 1. Name. 
  

					
		  	(a)	  	Full Legal Name of Selling Securityholder
		  		  	  

			
		  	(b)	  	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
		  		  	  

			
		  	(c)	  	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the
questionnaire):
		  		  	  


 2. Address for Notices to Selling Securityholder: 

 

							
	  

	  

	  

	 Telephone:
	  	  

	 Fax:
	  	  

	 Contact Person:
	  	  


 3. Beneficial Ownership of Registrable Securities: 

 

					
			
		  	(a)	  	Type and Number of Registrable Securities beneficially owned (not including the Registrable Securities that are issuable pursuant to the Purchase Agreement):
		  		  	  

		  		  	  

		  		  	  



  

			
	



	  	Page 16









 4. Broker-Dealer Status: 

 

	 	(a)	Are you a registered broker-dealer? 

 Yes   ̈    No   ̈ 

 

	 	(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to Company.



Yes   ̈    No     ̈ 
  

	 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 


 

	 	(c)	Are you an affiliate of a registered broker-dealer? 

 Yes   ̈    No   ̈ 

 

	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? 


Yes   ̈    No   ̈ 
  

	 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 


5. Beneficial Ownership of Other Securities of Company Owned by the Selling Securityholder. 

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of Company
other than the Registrable Securities listed above in Item 3. 
  

					
			
		  	  (a)	  	Type and Amount of Other Securities beneficially owned by the Selling Securityholder:
		  		  	  

		  		  	  



  

			
	



	  	Page 17









 6. Relationships with Company: 

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with Company (or its predecessors or affiliates) during the past three years. 

State any exceptions here: 
  

					
		  		  	  

		  		  	  


 The undersigned agrees to promptly notify Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. 

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and
the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus. 
 IN WITNESS WHEREOF the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. 
  

 

			
	 IRONRIDGE TECHNOLOGY CO.,
 a division of IRONRIDGE GLOBAL IV, LTD.

		
	By:	 	  

	 Name:
	 	  

	 Title:
	 	  



  

			
	



	  	Page 18