0001193125-12-471973 Sample Contracts

FIRST AMENDMENT TO EXCHANGE AGREEMENT
Exchange Agreement • November 15th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York

This AMENDMENT OF EXCHANGE AGREEMENT (this “Agreement”), dated as of November 8, 2012, is entered into by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Magna Group, LLC, (the “Holder”).

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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 15th, 2012 • Cereplast Inc • Plastic materials, synth resins & nonvulcan elastomers • New York

This AMENDMENT OF NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 8, 2012, is entered into by and between Cereplast, Inc., a Nevada corporation (the “Company”), and Hanover Holdings I, LLC, a New York limited liability company (the “Lender”).

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