Exhibit 4.6
Cumorah Capital, Inc.
0000 XxXxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
March 31, 2006
Xxxxxxxx Xxxxxx, CEO
Cereplast, Inc.
0000-0000 Xxxx Xx Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: Cereplast, Inc. (the "Company")
Dear Xx. Xxxxxx:
Reference is hereby made to the Registration Rights Agreement entered by
and between the Company and Cumorah Capital, Inc. ("CCI") dated February 13,
2006 (the "Agreement"). We hereby agree to amend and restate section 10(e) of
the Agreement as follows:
This Agreement and the Periodic Equity Investment Agreement
constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein and therein. This Agreement and the
Periodic Equity Investment Agreement, and the Placement Agent
Agreement supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and
thereof.
Please acknowledge this agreement by signing below and returning the same
by fax to the undersigned.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxxxx, Xx.
President
Acknowledged and Agreed:
Cereplast, Inc.
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Name: Xxxxxxxx Xxxxxx
Title: CEO
