Waiver Agreement, dated October 8, 2012



 Exhibit 10.33 
 Ironridge 
 WAIVER AGREEMENT 

This Waiver Agreement (“Agreement”) is made and entered into as of October 8, 2012, by and between Cereplast, Inc., a
Nevada corporation (“Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”). 

Recitals 
 A. The parties made and entered into a Stock Purchase Agreement (“SPA”) as of August 24, 2012, which is incorporated herein by reference. Capitalized terms used in this Agreement and
not otherwise defined shall have the meanings ascribed to them in the SPA. 
 B. Purchaser has fully and timely performed all of
its obligations under the SPA. At Company’s request, Purchaser paid a portion of the funds for the first Closing early, and all funds for the first Closing were timely paid by Purchaser. The first Closing was fully effectuated and consummated
as set forth in the SPA. 
 C. The Conditions for each Closing after the first Closing were not been met, but Company desired to
proceed with a second Closing. The parties made and entered into a Waiver Agreement (“First Waiver”) as of September 28, 2012. 
 D. As of the date of this Agreement, all Conditions for each Closing after the first Closing, as set forth in Section II.D of the SPA, still have not been met. Company nevertheless desires to
proceed with another Closing, and Purchaser is willing to proceed with a third Closing as set forth hereinbelow. 

Agreement 
 In consideration of the foregoing, and the promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company and Purchaser, intending
to be legally bound, hereby agree as follows: 
 1. Third Closing. On the date hereof, Purchaser shall purchase 10
Preferred Shares, in accordance with the procedures set forth in Section II.E of the SPA, and make payment for such Preferred Shares in cash by wire transfer of immediately available funds to an account designated by Company. 

2. Share Issuance. In consideration of the premises, Company shall issue a certificate representing 9 additional Preferred
Shares to Purchaser as a non-refundable commitment fee for entering into this Agreement. 







 3. Ratification. In the event of any conflict between the SPA or the First
Waiver and this Agreement, this Agreement shall control. All Conditions to subsequent Closings, including without limitation those set forth in Section II.D of the SPA, shall remain in full force and effect. Except as expressly provided
hereinabove, the SPA shall remain in full force and effect, and is hereby ratified and confirmed in all respects by both parties. 
 4. Authorization. The execution and delivery of this Agreement by Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action
on the part of the Company, including without limitation approval by its Board of Directors, and no further consent or action is required by Company. This Agreement has been, or upon delivery will be, duly executed by Company and, when delivered in
accordance with the terms hereof, will constitute the valid and binding obligation of Company, enforceable against Company in accordance with its terms. 
 5. Entire Agreement. This Agreement, the First Waiver and the SPA contain the entire agreement and understanding of the parties, and supersede all prior and contemporaneous agreements, term
sheets, letters, discussions, communications and understandings, both oral and written, which the parties acknowledge have been merged into this Agreement. No party, representative, attorney or agent has relied upon any collateral contract,
agreement, assurance, promise, understanding or representation not expressly set forth hereinabove. The parties hereby expressly waive all rights and remedies, at law and in equity, directly or indirectly arising out of or relating to, or which may
arise as a result of, any Person’s reliance on any such assurance. 
 IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. 
 Company:

 CEREPLAST, INC. 
  

			
	By:	 	 /s/ Frederic Scheer

	Name:	 	 Frederic Scheer

	Title:	 	 CEO


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

 

			
	By:	 	 /s/ Peter Cooper

	Name:	 	 Peter Cooper

	Title:	 	 Director