Exhibit 4.6
Cumorah Capital, Inc.
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March 31, 2006
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Cereplast, Inc.
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Re: Cereplast, Inc. (the "Company")
Dear ▇▇. ▇▇▇▇▇▇:
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
President
Acknowledged and Agreed:
Cereplast, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: CEO
