EX-10.1



 Exhibit 10.1 
 AMENDMENT TO STOCK PURCHASE AGREEMENT 
 This AMENDMENT TO STOCK PURCHASE
AGREEMENT (this “Agreement”), dated as of January 2, 2013, is entered into by and 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”). 
 WHEREAS, the parties entered into
that certain Stock Purchase Agreement dated as of August 24, 2012 (the “Purchase Agreement”), which provides for the issuance and sale of $5,000,000.00 in shares of convertible, redeemable Series A Preferred Stock of the Company; and

 WHEREAS, the parties wish to amend the Purchase Agreement as set forth herein. 

AGREEMENT 

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Company and Holder hereby agree as follows: 
  

	1.	Definitions; Interpretation. Unless otherwise defined herein, all capitalized terms used herein and defined in the Purchase Agreement shall have the respective
meanings given to those terms in the Purchase Agreement. 

  

	2.	Amendment. 

 (a) Section
II(D) of the Purchase Agreement is hereby amended and restated to read in its entirety as follows: 
 “D.
Additional Conditions. Notwithstanding any other provision, as a condition precedent to each Closing after the first Closing, all of the following conditions must also be satisfied: 

 

	 	1.	Delivery of a negative assurance from legal counsel in agreed form; 

  

	 	2.	Delivery of an auditor cold comfort letter in agreed form; 

  

	 	3.	A Registration Statement, covering such number of shares reasonably necessary for conversion of all Preferred Shares then outstanding and to be issued in the Closing,
is current and effective; 

  

	 	4.	At least $1 million in aggregate trading volume has occurred since the prior Closing; and 


 

	 	5.	The Company’s shareholders shall have approved the issuance of shares of Common Stock in excess of 20% of the amount of Common Stock of the Company issued and
outstanding on the Effective Date. 








 (b) Section V(C) of the Purchase Agreement is hereby amended and restated to read in its
entirety as follows: 
 “C. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the parties and their successors and permitted assigns. Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser, which consent will not be unreasonably
withheld. Purchaser may not assign any or all of its rights or obligations under this Agreement.” 
  

	3.	Effect of Agreement. Except as expressly provided hereunder, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any
right, power, or remedy of Holder, nor constitute a waiver of any provision of the Purchase Agreement. Except as amended above, the Purchase Agreement remains in full force and effect. 


 

	4.	Headings. Headings in this Agreement are for convenience of reference only and are not part of the substance hereof. 


 

	5.	Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. 


 

	6.	Counterparts. This Agreement may be executed in any number of counterparts, including by electronic or facsimile transmission, each of which when so delivered
shall be deemed an original, but all such counterparts taken together shall constitute but one and the same instrument. 

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first-above written.

  

			
	CEREPLAST, INC.
		
	By:    	 	/s/ Frederic Scheer
		 	Name: Frederic Scheer
		 	Title: Chief Executive Officer

  

			
	IRONRIDGE TECHNOLOGY CO.,
	a division of IRONRIDGE GLOBAL IV, LTD
		
	By:    	 	/s/ Peter Cooper
		 	Name: Peter Cooper
		 	Title: Director


  
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