Stock Financing, written notice thereof together with the Alternative Stock Price and such otherinformation relating thereto as the Company has provided to the other investors in the AlternativeStock Financing. Holder agrees to notify Company within 30 days of the receipt of any such noticeof whether it has elected to exchange this Warrant for an Exchange Warrant, which Exchange Warrantshall be exercisable for the Alternative Stock Number of Shares of the Alternative Stock at aninitial Warrant Price equal to the Alternative Stock Price, in each case subject to furtheradjustment as otherwise set forth in this Warrant effective as of the date of the closing of theAlternative Stock Financing, including, without limitation, subject to adjustment as set forth inArticle 2 hereof. If Company fails to deliver the Exchange Warrant, then this Warrant, as of suchdate of the election by Holder, shall thereupon be deemed exercisable for the Alternative StockNumber of Shares of the Alternative Stock at an initial Warrant Price equal to the AlternativeStock Price (as defined below), in each case subject to further adjustment as otherwise set forthin this Warrant effective as of the date of the closing of the Alternative Stock Financing,including, without limitation, subject to adjustment as set forth in Article 2 hereof. *** In the event of an Alternative Stock Financing and Holder elects to exchange this Warrant for aWarrant to purchase the Alternative Stock, then the Warrant Price shall be the Alternative StockPrice.     THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (SiliconValley Bank, together with any registered holder from time to time of this Warrant or any holder ofthe shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase thenumber of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of the Companyat the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant,subject to the provisions and upon the terms and conditions set forth in this Warrant.ARTICLE 1. EXERCISE.          1.1 Method of Exercise. Holder may exercise this Warrant by delivering a dulyexecuted Notice of Exercise in substantially the form attached as Appendix 1 to the principaloffice of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2,Holder shall also deliver to the Company a certified check, wire transfer (to an account designatedby the Company), or other form of payment acceptable to the Company for the aggregate Warrant Pricefor the Shares being purchased.          1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1,Holder may from time to time convert this Warrant, in whole or in part, into a number of Sharesdetermined by dividing (a) the aggregate fair market value of the Shares or other securitiesotherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Sharesby (b) the fair market value of one Share. The fair market value of the Shares shall be determinedpursuant to Article 1.3.          1.3 Fair Market Value. If the Company’s common stock is traded on a nationalsecurities exchange or on an automated quotation system and the Shares are common stock, the fairmarket value of each Share shall be the closing price of a Share
 

 
reported for the business day immediately before Holder delivers its Notice of Exercise to theCompany (or in the instance where the Warrant is exercised immediately prior to the effectivenessof the Company’s initial public offering, the “price to public” per share price specified in thefinal prospectus relating to such offering). If the Company’s common stock is traded on a nationalsecurities exchange or on an automated quotation system and the Shares are preferred stock, thefair market value of a Share shall be the closing price of a share of the Company’s common stockreported for the business day immediately before Holder delivers its Notice of Exercise to theCompany (or, in the instance where the Warrant is exercised immediately prior to the effectivenessof the Company’s initial public offering, the initial “price to public” per share price specifiedin the final prospectus relating to such offering), in both cases, multiplied by the number ofshares of the Company’s common stock into which a Share is convertible. If the Company’s commonstock is not traded on a national securities exchange or on an automated quotation system, theBoard of Directors of the Company shall determine fair market value in its reasonable good faithjudgment.          1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises orconverts this Warrant and, if applicable, the Company receives payment of the aggregate WarrantPrice, the Company shall deliver to Holder certificates for the Shares acquired and, if thisWarrant has not been fully exercised or converted and has not expired, a new Warrant representingthe Shares not so acquired.          1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to theCompany of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss,theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form andamount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant,the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.          1.6 Treatment of Warrant Upon Acquisition of Company.               1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale,or other disposition of all or substantially all of the assets of the Company, or anyreorganization, consolidation, or merger of the Company where the holders of the Company’ssecurities before the transaction beneficially own less than 50% of the outstanding votingsecurities of the surviving entity after the transaction.               1.6.2 Treatment of Warrant atAcquisition.A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition thatis not a True Asset Sale (as defined below) and in which the sole consideration is cash, either (a)Holder shall exercise its conversion or purchase right under this Warrant and such exercise will bedeemed effective immediately prior to the consummation of such Acquisition or (b) if Holder electsnot to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition.The Company shall provide Holder with written notice of its request relating to the foregoing(together with such information as the other stockholders and warrant holders receive in connectionwith such contemplated Acquisition giving rise to such notice, which is to be delivered to Holdernot less than ten (10) days prior to the closing of the proposed Acquisition.
 

 
B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition thatis an “arms length” sale of all or substantially all of the Company’s assets (and only its assets)to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”),either (a) Holder shall exercise its conversion or purchase right under this Warrant and suchexercise will be deemed effective immediately prior to the consummation of such Acquisition or (b)if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Dateif the Company continues as a going concern following the closing of any such True Asset Sale. TheCompany shall provide Holder with written notice of its request relating to the foregoing (togetherwith such information as the other stockholders and warrant holders receive in connection with suchcontemplated Acquisition giving rise to such notice), which is to be delivered to Holder not lessthan ten (10) days prior to the closing of the proposed Acquisition.C) Upon the written request of the Company, Holder agrees that, in the event of a stock for stockAcquisition of the Company by a publicly traded acquirer, if, on the record date for theAcquisition, the fair market value of the Shares (or other securities issuable upon exercise ofthis Warrant) is equal to or greater than five (5) times the Warrant Price, Company may requirethis Warrant to be deemed automatically exercised in accordance with Section 1.2 hereof, and theHolder shall participate in the Acquisition as a holder of the Shares (or other securities issuableupon exercise of the Warrant) on the same terms as other holders of the same class of securities ofthe Company.D) Upon the closing of any Acquisition other than those particularly described in subsections (A),(B) and (C) above, the successor entity shall assume the obligations of this Warrant, and thisWarrant shall be exercisable for the same securities, cash, and property as would be payable forthe Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares wereoutstanding on the record date for the Acquisition and subsequent closing. The Warrant Priceand/or number of Shares shall be adjusted accordingly.As used herein “Affiliate” shall mean any person or entity that owns or controls directlyor indirectly ten (10) percent or more of the stock of Company, any person or entity that controlsor is controlled by or is under common control with such persons or entities, and any director,managing member or general partner, as applicable each of such person or entity.     Holder agrees that, immediately upon the exercise of the Warrant, the Holder will be bound bythe terms and conditions of (a) the Amended and Restated Investors’ Rights Agreement dated as ofSeptember 5, 2007 among the Company and each of the Investors signatory thereto, as the same may beamended from time to time; and (b) the Fifth Amended and Restated Right of First Refusal andCo-Sale Agreement dated as of September 5, 2007 among the Company and the each of the signatoriesthereto, as the same may be amended from time to time, in each case as if it was a party thereto,and will take the Shares issuable upon exercise of the Warrant subject to such terms andconditions, provided that in each case such agreements may not be amended, modified or waivedwithout the prior written consent of Holder unless such amendment, modification or waiver affectsthe rights associated with the Shares in the same manner as such amendment, modification, or waiveraffects the rights associated with all other shares of the same series and class as the Sharesgranted to Holder.
 

 
ARTICLE 2. ADJUSTMENTS TO THE SHARES.          2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on theShares payable in common stock, or other securities, then upon exercise of this Warrant, for eachShare acquired, Holder shall receive, without cost to Holder, the total number and kind ofsecurities to which Holder would have been entitled had Holder owned the Shares of record as of thedate the dividend occurred. If the Company subdivides the Shares by reclassification or otherwiseinto a greater number of shares or takes any other action which increase the amount of stock intowhich the Shares are convertible, the number of shares purchasable hereunder shall beproportionately increased and the Warrant Price shall be proportionately decreased. If theoutstanding shares are combined or consolidated, by reclassification or otherwise, into a lessernumber of shares, the Warrant Price shall be proportionately increased and the number of Sharesshall be proportionately decreased.          2.2 Reclassification, Exchange, Combinations or Substitution. Upon anyreclassification, exchange, substitution, or other event that results in a change of the numberand/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shallbe entitled to receive, upon exercise or conversion of this Warrant, the number and kind ofsecurities and property that Holder would have received for the Shares if this Warrant had beenexercised immediately before such reclassification, exchange, substitution, or other event. Suchan event shall include any automatic conversion of the outstanding or issuable securities of theCompany of the same class or series as the Shares to common stock pursuant to the terms of theCompany’s Certificate of Incorporation upon the closing of a registered public offering of theCompany’s common stock. The Company or its successor shall promptly issue to Holder an amendmentto this Warrant setting forth the number and kind of such new securities or other property issuableupon exercise or conversion of this Warrant as a result of such reclassification, exchange,substitution or other event that results in a change of the number and/or class of securitiesissuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall providefor adjustments which shall be as nearly equivalent as may be practicable to the adjustmentsprovided for in this Article 2 including, without limitation, adjustments to the Warrant Price andto the number of securities or property issuable upon exercise of the new Warrant. The provisionsof this Article 2.2 shall similarly apply to successive reclassifications, exchanges,substitutions, or other events.          2.3 Adjustments for Diluting Issuances. The number of shares of common stockissuable upon conversion of the Shares, shall be subject to adjustment, from time to time in themanner set forth in the Company’s Certificate of Incorporation as if the Shares were issued andoutstanding on and as of the date of any such required adjustment. The provisions set forth forthe Shares in the Company’s Certificate of Incorporation relating to the above in effect as of theIssue Date may not be amended, modified or waived, without the prior written consent of Holderunless such amendment, modification or waiver affects the rights associated with the Shares in thesame manner as such amendment, modification or waiver affects the rights associated with all othershares of the same series and class as the Shares granted to Holder.
 

 
          2.4 No Impairment. The Company shall not, by amendment of its Certificate ofIncorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution,issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observanceor performance of any of the terms to be observed or performed under this Warrant by the Company,but shall at all times in good faith assist in carrying out of all the provisions of this Article 2and in taking all such action as may be necessary or appropriate to protect Holder’s rights underthis Article against impairment.          2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise orconversion of this Warrant and the number of Shares to be issued shall be rounded down to thenearest whole Share. If a fractional share interest arises upon any exercise or conversion of theWarrant, the Company shall eliminate such fractional share interest by paying Holder the amountcomputed by multiplying the fractional interest by the fair market value of a full Share.          2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, theCompany shall promptly notify Holder in writing, and, at the Company’s expense, promptly computesuch adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forthsuch adjustment and the facts upon which such adjustment is based. The Company shall, upon writtenrequest, furnish Holder a certificate setting forth the Warrant Price in effect upon the datethereof and the series of adjustments leading to such Warrant Price.ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.          3.1 Representations and Warranties. The Company represents and warrants to Holder asfollows:               (a) The initial Warrant Price referenced on the first page of this Warrant is not greater than(i) the price per share at which the Shares were last issued in an arms-length transaction in whichat least $500,000 of the Shares were sold and (ii) the fair market value of the Shares as of thedate of this Warrant.               (b) All Shares which may be issued upon the exercise of the purchase right represented by thisWarrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance,be duly authorized, validly issued, fully paid and nonassessable, and free of any liens andencumbrances except for restrictions on transfer provided for herein or under applicable federaland state securities laws.               (c) The Company’s capitalization table attached hereto as Schedule 1 is true andcomplete, in all material respects, as of the Issue Date.          3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare anydividend or distribution upon any of its stock, whether in cash, property, stock, or othersecurities and whether or not a regular cash dividend; (b) to offer for sale any shares of theCompany’s capital stock (or other securities convertible into such capital stock), other than (i)pursuant to the Company’s stock option or other compensatory plans, (ii) in connection withcommercial credit arrangements or equipment financings, (iii) in connection with strategictransactions for purposes other than capital raising or (iv) in connection with the exercise ofwarrants; (c) to effect any
 

 
reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or intoany other corporation, or sell, lease, or otherwise convey all or substantially all of its assets,or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunityto participate in an underwritten public offering of the Company’s securities for cash, then, inconnection with each such event, the Company shall give Holder: (1) at least 10 days prior writtennotice of the date on which a record will be taken for such dividend, distribution, or subscriptionrights (and specifying the date on which the holders of common stock will be entitled thereto) orfor determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;(2) in the case of the matters referred to in (c) and (d) above at least 10 days prior writtennotice of the date when the same will take place (and specifying the date on which the holders ofcommon stock will be entitled to exchange their common stock for securities or other propertydeliverable upon the occurrence of such event); and (3) in the case of the matter referred to in(e) above, the same notice as is given to the holders of such registration rights. Company willalso provide information requested by Holder reasonably necessary to enable Holder to comply withHolder’s accounting or reporting requirements.          3.3 Registration Under Securities Act of 1933, as amended. The Company agrees thatthe Shares or, if the Shares are convertible into common stock of the Company, such common stock,shall have certain “piggyback,” registration rights pursuant to and as set forth in the Company’sInvestor Rights Agreement as the same may be amended from time to time, or similar agreementrelating to registration rights. The provisions set forth in the Company’s Investors’ RightAgreement or similar agreement relating to registration rights in effect as of the Issue Date maynot be amended, modified or waived without the prior written consent of Holder unless suchamendment, modification or waiver affects the rights associated with the Shares in the same manneras such amendment, modification, or waiver affects the rights associated with all other shares ofthe same series and class as the Shares granted to Holder.          3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not haveany rights as a shareholder of the Company until the exercise of this Warrant.ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. Holder represents and warrants to theCompany as follows:          4.1 Purchase for Own Account. This Warrant and the securities to be acquired uponexercise of this Warrant by Holder will be acquired for investment for Holder’s account, not as anominee or agent, and not with a view to the public resale or distribution within the meaning ofthe Act. Holder also represents that Holder has not been formed for the specific purpose ofacquiring this Warrant or the Shares.          4.2 Disclosure of Information. Holder has received or has had full access to all theinformation it considers necessary or appropriate to make an informed investment decision withrespect to the acquisition of this Warrant and its underlying securities. Holder further has hadan opportunity to ask questions and receive answers from the Company regarding the terms andconditions of the offering of this Warrant and its underlying securities and to obtain additionalinformation (to the extent the Company possessed such information or could acquire it withoutunreasonable effort or expense) necessary to verify any information furnished to Holder or to whichHolder has access.
 

 
          4.3 Investment Experience. Holder understands that the purchase of this Warrant andits underlying securities involves substantial risk. Holder has experience as an investor insecurities of companies in the development stage and acknowledges that Holder can bear the economicrisk of such Holder’s investment in this Warrant and its underlying securities and has suchknowledge and experience in financial or business matters that Holder is capable of evaluating themerits and risks of its investment in this Warrant and its underlying securities and/or has apreexisting personal or business relationship with the Company and certain of its officers,directors or controlling persons of a nature and duration that enables Holder to be aware of thecharacter, business acumen and financial circumstances of such persons.          4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaningof Regulation D promulgated under the Act.          4.5 The Act. Holder understands that this Warrant and the Shares issuable uponexercise or conversion hereof have not been registered under the Act in reliance upon a specificexemption therefrom, which exemption depends upon, among other things, the bona fide nature ofHolder’s investment intent as expressed herein. Holder understands that this Warrant and theShares issued upon any exercise or conversion hereof must be held indefinitely unless subsequentlyregistered under the Act and qualified under applicable state securities laws, or unless exemptionfrom such registration and qualification are otherwise available.ARTICLE 5. MISCELLANEOUS.          5.1 Term. This Warrant is exercisable in whole or in part at any time and from timeto time on or before the Expiration Date.          5.2 Legends. This Warrant and the Shares (and the securities issuable, directly orindirectly, upon conversion of the Shares, if any) shall be imprinted with a legend insubstantially the following form:THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANYSTATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BEOFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTILREGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINIONOF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESESECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROMREGISTRATION.THE UNDERLYING SECURITIES FOR WHICH THIS WARRANT MAY BE EXERCISED ARE SUBJECT TOTHE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED RIGHT OF FIRST REFUSALAGREEMENT BY AND AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF CAPITALSTOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTENREQUEST OF THE SECRETARY OF THE COMPANY.
 

 
          5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuableupon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversionof the Shares, if any) may not be transferred or assigned in whole or in part without compliancewith applicable federal and state securities laws by the transferor and the transferee (including,without limitation, the delivery of investment representation letters and legal opinions reasonablysatisfactory to the Company, as reasonably requested by the Company). The Company shall notrequire Silicon Valley Bank (“Bank”) to provide an opinion of counsel if the transfer is to Bank’sparent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate ofBank. Additionally, the Company shall not require an opinion of counsel if (i) Holder representsthat it is not an “affiliate” of the Company as defined in Rule 144(a)(1), (ii) there is noquestion as to the availability of current information as required by Rule 144(c), (iii) Holderrepresents that it has complied with Rule 144(d) and (e), (iv) the selling broker represents thatit has complied with Rule 144(f), and (v) the Holder provides the Company with a copy of Holder’snotice of proposed sale, if required under Rule 144(h).          5.4 Transfer Procedure. After receipt by Bank of the executed Warrant, Bank willtransfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially inthe form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Companywith written notice, SVB Financial Group and any subsequent Holder may transfer all or part of thisWarrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly orindirectly, upon conversion of the Shares, if any) to any transferee, provided, however, inconnection with any such transfer, SVB Financial Group or any subsequent Holder will give theCompany notice of the portion of the Warrant being transferred with the name, address and taxpayeridentification number of the transferee and Holder will surrender this Warrant to the Company forreissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transferthis Warrant or the Shares to any person or entity who is engaged in research and development inthe field of plant biotechnology or plant genomics or in the seed business or any Affiliate of suchperson or entity, unless, in either case, the stock of the Company is publicly traded. It will bea condition of any such transfer of this Warrant or the Shares that the transferee shall be boundby the terms and conditions of this Warrant as they apply to such securities.          5.5 Notices. All notices and other communications from the Company to Holder, or viceversa, shall be deemed delivered and effective when given personally or mailed by first-classregistered or certified mail, postage prepaid, at such address as may have been furnished to theCompany or Holder, as the case may (or on the first business day after transmission by facsimile)be, in writing by the Company or such Holder from time to time. Effective upon receipt of thefully executed Warrant and the initial transfer described in Article 5.4 above, all notices toHolder shall be addressed as follows until the Company receives notice of a change of address inconnection with a transfer or otherwise:SVB Financial Group