meaning ascribed thereto in the Intellectual Property Rights Agreement dated August 29, 2007between the Company and the Holder (the “IP Agreement”).          1. Number of Shares. (a) This Warrant shall be exercisable for an aggregate of up to200,000 shares (the “Shares”) of Common Stock, subject to adjustment as set forth in Section 10below, and shall become exercisable in installments as follows:     (i) equal installments of twenty five hundred (2,500) shares of Common Stockeach time a Research Milestone — Marker-Trait Association, as defined in Article5.A.1. of the IP Agreement (“Marker-Trait Association Milestone”), isreached, up to a maximum of five such installments;     (ii) equal installments of twenty five hundred (2,500) shares of Common Stockeach time a Research Milestone — Lines, as defined in Article 5.A.2. of the IPAgreement (“Lines Milestone”), is reached, up to a maximum of five suchinstallments; and     (iii) equal installments of five thousand (5,000) shares of Common Stock eachtime a Commercial Milestone, as defined in Article 5.A.3. of the IP Agreement(“Commercial Milestone”), is reached, up to a maximum of five suchinstallments.     (b) The number of shares of Common Stock for which this Warrant may become exercisablepursuant to the achievement of a Marker-Trait Association Milestone, a Lines Milestone or aCommercial Milestone shall be multiplied by four (4) with respect to each particularinstallment (an “Installment”) provided that, at the time such milestone isachieved, (i) the Holder has not breached, and is not in breach of any provisions of theSponsored Research Agreement, dated August 29, 2007, between the Company and the Holder (the“SRA”), the IP Agreement including the Guidelines for Future CollaborativeOpportunities attached as Appendix C thereto (the “Guidelines”), or any licenseentered into pursuant to the IP Agreement, (ii) the Holder has not proceeded to anyactivities, such as participation in an Additional Collaboration Project and/or use of Linesor Hybrids developed in the Program, contrary to the Company’s expressed preference, asreferred to in Clause 1.2 of the Guidelines, and (iii) the Holder has not collaborated oris not collaborating with, nor has granted rights to, any other party other than an academicorganization for Germplasm Improvement, as defined in the SRA, of Biomass/Bioenergy Sorghum,as defined in the SRA, intended to be used for the bioenergy market.          2. Term of Warrant. This Warrant shall remain exercisable for a period of ten (10)years from August 29, 2007 (the “Exercise Period”). Nothing to the contrary withstanding,this Warrant shall terminate and may no longer be exercised upon the termination by the Company ofthe IP Agreement pursuant to Section 4.B.5 thereof or upon termination by the Company of the SRA inevent that the Holder breaches any provision of the SRA.          3. Exercise Price. The exercise price shall be $10.00 per share (the “ExercisePrice”).          4. Exercise of Warrant.
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     (a) The purchase rights for the Shares represented by this Warrant are exercisable bythe Holder, subject to Section 1 hereof, in whole or in part, such number of Shares and theExercise Price being subject to adjustment as provided in Section 10 below, at any time, orfrom time to time, during the applicable Exercise Period, by the surrender of this Warrantand the Notice of Exercise annexed hereto duly completed and executed on behalf of theHolder, at the office of the Company (or such other office or agency of the Company as itmay designate by notice in writing to the Holder at the address of the Holder appearing onthe books of the Company), upon payment in cash, by cashier’s check or by wire transfer inimmediately available funds of the purchase price of the Shares to be purchased.     (b) Any Installment of this Warrant shall be deemed to have been exercised immediatelyprior to the close of business on the date of its surrender for exercise as provided above,and the person entitled to receive the Shares issuable upon such exercise shall be treatedfor all purposes as the holder of record of such Shares as of the close of business on suchdate. As promptly as practicable on or after such date and in any event within ten (10)business days thereafter, the Company, at its expense, shall issue and deliver to the personor persons entitled to receive the same a certificate or certificates for the number ofShares issuable upon such exercise. In the event that any Installment of this Warrant isexercised in part, the Company, at its expense, will execute and deliver a new Warrant oflike tenor exercisable for the maximum number of Shares for which this Warrant may then beexercised. All other terms and conditions of such amended Warrant shall be identical tothose contained herein.     (c) Upon the first exercise of this Warrant in whole or in part, as provided in Section1, the Holder shall execute and become a party to (i) the Fifth Amended and Restated Rightof First Refusal and Co-Sale Agreement dated September 5, 2007, as amended (the “Rightof First Refusal and Co-Sale Agreement”) among the Company, the Investors (as definedtherein) and the Founders (as defined therein), and (ii) the Amended and Restated Investors’Rights Agreement Dated September 5, 2007 (the “Investors’ Rights Agreement”), asamended, between the Company and the Investors (as defined therein).     (d) Notwithstanding any provisions herein to the contrary, if the fair market value ofone share of Common Stock is greater than the Exercise Price (at the date of calculation asset forth below), in lieu of exercising this Warrant for cash, the Holder may elect toreceive shares equal to the value (as determined below) of this Warrant (or the portionthereof being canceled) by the surrender of this Warrant at the office of the Company (orsuch other office or agency of the Company as it may designate by notice in writing to theHolder at the address of the Holder appearing on the books of the Company) together with theNotice of Exercise annexed hereto duly completed and executed on behalf of the Holder andnotice of such election in which event the Company shall issue to the Holder a number ofshares of Common Stock computed using the following formula:         X = Y (A-B)      A
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       Where X = the number of shares of Common Stock to be issued to the Holder         Y = the number of shares of Common Stock purchasableunder the Warrant or, if only a portion of the Warrant is being exercised,the portion of the Warrant being canceled (at the date of such calculation)         A = the fair market value of one share of Common Stock(at the date of such calculation)         B = Exercise Price (as adjusted to the date of suchcalculation)For purposes of the above calculation, the fair market value of one share of Common Stockshall be determined as follows:(i) in the event that the Common Stock is listed or admitted to trading on theNASDAQ Global Select Market or any other national securities exchange, the averageof the last reported sales price on such exchange for the ten (10) consecutivetrading days prior to the date of determination of such fair market value;(ii) in the event such security is no longer listed or admitted to trading on anynational securities exchange or traded on any national market system, the average ofthe reported closing bid and ask prices in the over-the-counter market on such dateas shown by the NASD automated quotation system, or if such securities are not thenquoted on such system, as published by the National Quotation Bureau, Incorporatedor any similar successor organization, and in either case as reported by any memberfirm of any national securities exchange selected by the Company; or(iii) in the event clauses (i) or (ii) are not applicable, the fair market value asdetermined by the Company’s Board of Directors in good faith.          5. No Fractional Shares or Scrip. No fractional Shares or scrip representingfractional Shares shall be issued upon the exercise of any Installment of this Warrant. In lieu ofany fractional Share to which the Holder would otherwise be entitled, the Company shall make a cashpayment equal to the Exercise Price multiplied by such fraction.          6. Replacement of Warrant. 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 affidavit of loss of stock certificate and indemnityagreement reasonably satisfactory in form and substance to the Company or, in the case ofmutilation, on surrender and cancellation of this Warrant, the Company at its expense shall executeand deliver, in lieu of this Warrant, a new warrant of like tenor and amount.          7. Rights of Stockholders. Subject to Section 10 of this Warrant, the Holder, in itscapacity as such, shall not be entitled to vote or receive dividends or be deemed the holder of theShares or any other securities of the Company that may at any time be issuable on the
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exercise hereof for any purpose, nor shall anything contained herein be construed to conferupon the Holder, as such, any of the rights of a stockholder of the Company, such as any right tovote for the election of directors or upon any matter submitted to stockholders at any meetingthereof, to give or withhold consent to any corporate action (whether upon any recapitalization,issuance of stock, reclassification of stock, change of par value, or change of stock to no parvalue, consolidation, merger, conveyance or otherwise), to receive notice of meetings, or toreceive dividends or subscription rights or otherwise, until any Installment of this Warrant shallhave been exercised and the Shares purchasable upon the exercise hereof shall have been issued, asprovided herein.          8. Transfer of Warrant.     (a) Warrant Register. The Company will maintain a register (the “WarrantRegister”) containing the names and addresses of the Holder or Holders. Any Holder ofthis Warrant may change its address as shown on the Warrant Register by written notice tothe Company requesting such change. Any notice or written communication required orpermitted to be given to the Holder may be delivered or given by mail to such Holder asshown on the Warrant Register and at the address shown on the Warrant Register. Until thisWarrant is transferred on the Warrant Register of the Company, the Company may treat theHolder as shown on the Warrant Register as the absolute owner of this Warrant for allpurposes, notwithstanding any notice to the contrary.     (b) Warrant Agent. The Company may, by written notice to the Holder, appointan agent for the purpose of maintaining the Warrant Register referred to in Section 8(a)above, issuing the Shares or other securities then issuable upon the exercise of thisWarrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing.Thereafter, any such registration, issuance, exchange or replacement, as the case may be,shall be made at the office of such agent.     (c) Transferability and Non-negotiability of Warrant. This Warrant may not betransferred or assigned in whole or in part without the prior written consent of theCompany. Any transfer of this Warrant must comply with the requirements of this Section 8,and any assignee or transferee of this Warrant shall be required to accept this Warrantsubject to all rights and obligations of the Holder set forth herein. In addition, thisWarrant may not be transferred in whole or in part without compliance with all applicableFederal and state securities laws by the transferor and the transferee (including thedelivery of investment representation letters and legal opinions reasonably satisfactory tothe Company, if such are requested by the Company).     (d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant forexchange, properly endorsed on the Assignment Form, and subject to the provisions of thisWarrant with respect to compliance with all applicable Federal and state securities laws,and with the limitations on assignments and transfers and contained in this Section 8, theCompany at its expense shall issue to or on the order of the Holder a new warrant orwarrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holderof any applicable transfer taxes) may direct, for the number of Shares issuable uponexercise thereof.
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     (e) Compliance with Securities Laws.     (i) The Holder of this Warrant, by acceptance hereof, acknowledges that thisWarrant and the Shares to be issued upon exercise hereof are being acquired solelyfor the Holder’s own account and not as a nominee for any other party, forinvestment, and that the Holder will not offer, sell, pledge, hypothecate orotherwise transfer or dispose of this Warrant or any Shares to be issued uponexercise hereof except under circumstances that will not result in a violation ofthe Securities Act or any state securities or blue sky laws.     (ii) The Holder of this Warrant understands that neither this Warrant nor theShares have been registered under the Securities Act. The Holder of this Warrantalso understands that the Warrant and the Shares are being offered and sold pursuantto an exemption from registration contained in the Securities Act based in part uponthe Holder’s representations contained herein.     (iii) The Holder hereby represents and warrants that the Holder has substantialexperience in evaluating and investing in private placement transactions ofsecurities in companies similar to the Company so that it is capable of evaluatingthe merits and risks of its investment in the Company and has the capacity toprotect its own interests. The Holder must bear the economic risk of thisinvestment indefinitely unless the Warrant (or the Shares) are registered pursuantto the Securities Act, or an exemption from registration is available. The Holderunderstands that the Company has no present intention of registering the Warrant orthe Shares. The Holder also understands that there is no assurance that anyexemption from registration under the Securities Act will be available and that,even if available, such exemption may not allow the Holder to transfer all or anyportion of the Warrant or the Shares under the circumstances, in the amounts or atthe times the Holder might propose.     (iv) The Holder represents and warrants that it is a governmental orquasi-governmental authority of any nature (including any governmental agency,branch, department, official, or entity and any court or other tribunal).     (v) This Warrant and all Shares issued upon exercise hereof shall be stamped orimprinted with legends in substantially the following forms (in addition to anylegend required by state securities laws or any agreement to which the Holder is aparty):     (A) “THIS WARRANT AND THE SECURITIES FOR WHICH IT MAY BE EXERCISED HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”) OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUESKY LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THESESECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TODISTRIBUTION, AND NEITHER THESE
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SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD,OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSEDOF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIESOR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THEISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM ANDSUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN ITS SOLE DISCRETION, TOTHE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THESECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATEMUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITIONPRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANYSECURITIES REPRESENTED BY THIS CERTIFICATE.”     (B) “THE SECURITIES FOR WHICH THIS WARRANT MAY BE EXERCISED ARE SUBJECTTO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED RIGHT OF FIRSTREFUSAL AGREEMENT BY AND AMONG THE HOLDER, THE CORPORATION AND CERTAINHOLDERS OF CAPITAL STOCK OF THE COMPANY AND AN AMENDED AND RESTATEDINVESTORS’ RIGHTS AGREEMENT AMONG THE HOLDER, THE COMPANY AND CERTAINHOLDERS OF CAPITAL STOCK OF THE COMPANY. COPIES OF THESE AGREEMENTS MAY BEOBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.”          9. Reservation of Stock. The Company covenants that during the term this Warrant isexercisable, the Company will reserve from its authorized and unissued Shares a sufficient numberof shares to provide for the issuance of the Shares upon the exercise of this Warrant and, fromtime to time, will take all steps necessary to amend its Certificate of Incorporation (the“Charter”) to provide sufficient reserves of Shares issuable upon exercise of the Warrant. TheCompany further covenants that all Shares that may be issued upon the exercise of this Warrant,upon exercise of the rights represented by this Warrant and payment of the Exercise Price all asset forth herein, will be duly authorized, validly issued and fully paid and non-assessable. TheCompany agrees that its issuance of this Warrant shall constitute full authority to its officerswho are charged with the duty of executing stock certificates to execute and issue the necessarycertificates for the Shares upon the exercise of this Warrant.          10. Adjustments. The Exercise Price and the number of Shares purchasable hereunderare subject to adjustment from time to time as follows:
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          10.1 Merger, Sale of Assets, Etc.     (a) If at any time, while this Warrant, or any portion thereof, is outstanding andunexpired there shall be (i) a reorganization (other than a combination, reclassification,exchange or subdivision of shares otherwise provided for herein), (ii) a merger orconsolidation of the Company with or into another corporation in which the Company is notthe surviving entity, or a reverse triangular merger in which the Company is the survivingentity but the shares of the Company’s capital stock outstanding immediately prior to themerger are converted by virtue of the merger into other property, whether in the form ofsecurities, cash or otherwise, then, as a part of such reorganization, merger orconsolidation, if any Installment of this Warrant remains unexercised prior to suchreorganization, merger or consolidation, lawful provision shall be made so that the holderof this Warrant shall thereafter be entitled to receive upon exercise of this Warrant,during the periods specified herein and upon payment of the Exercise Price then in effect,the number of shares of stock or other securities or property of the successor corporationresulting from such reorganization, merger or consolidation, which a holder of the Sharesdeliverable upon exercise of this Warrant would have been entitled to receive in suchreorganization, consolidation or merger if this Warrant had been exercised immediatelybefore such reorganization, merger or consolidation, all subject to further adjustment asprovided in this Section 10. The foregoing provisions of this Section 10.1 shall similarlyapply to successive reorganizations, consolidations or mergers, and to the stock orsecurities of any other corporation which are at the time receivable upon the exercise ofthis Warrant. If the per share consideration payable to the holder hereof for shares inconnection with any such transaction is in a form other than cash or marketable securities,then the value of such consideration shall be determined in good faith by the Company’sBoard of Directors. In all events, appropriate adjustment (as determined in good faith bythe Company’s Board of Directors) shall be made in the application of the provisions of thisWarrant with respect to the rights and interests of the Holder after the transaction, to theend that the provisions of this Warrant shall be applicable after that event, as near asreasonably may be, in relation to any shares or other property deliverable after that eventupon exercise of this Warrant.     (b) Notices of Record Date. In the event that the Company shall propose at anytime to merge with or into any other corporation, or sell, lease or convey all orsubstantially all its property or business, or to liquidate, dissolve or wind up, then theCompany shall send to the holder of this Warrant at least ten (10) days’ prior writtennotice of the date on which a record shall be taken for determining rights to vote inrespect of such event.          10.2 Reclassification, etc. If the Company at any time while any Installment of thisWarrant, or any portion thereof, remains outstanding and unexpired shall, by reclassification ofsecurities or otherwise, change any of the securities as to which purchase rights under thisWarrant exist into the same or a different number of securities of any other class or classes, thisWarrant shall thereafter represent the right to acquire such number and kind of securities as wouldhave been issuable as the result of such change with respect to the securities which were subjectto the purchase rights under this Warrant immediately prior to such reclassification or
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other change and the Exercise Price therefore shall be appropriately adjusted, all subject tofurther adjustment as provided in this Section 10.          10.3 Adjustments for Dividends in Stock or Other Securities or Property. If whilethis Warrant, or any portion hereof, remains outstanding and unexpired the holders of thesecurities as to which purchase rights under this Warrant exist at the time shall have received,or, on or after the record date fixed for the determination of eligible stockholders, shall havebecome entitled to receive, without payment therefore, other or additional stock or othersecurities or property (other than cash) of the Company by way of dividend, then and in each case,this Warrant shall represent the right to acquire, in addition to the number of Shares of thesecurity receivable upon exercise of this Warrant, and without payment of any additionalconsideration therefore, the amount of such other or additional stock or other securities orproperty (other than cash) of the Company which such holder would hold on the date of such exercisehad it been the holder of record of the security receivable upon exercise of this Warrant on thedate hereof and had thereafter, during the period from the date hereof to and including the date ofsuch exercise, retained such shares and/or all other additional stock available by it as aforesaidduring such period, giving effect to all adjustments called for during such period by theprovisions of this Section 10.          10.4 No Impairment. The Company will not, by any voluntary action, avoid or seek toavoid the observance or performance of any of the terms to be observed or performed hereunder bythe Company, but will at all times in good faith assist in the carrying out of all the provisionsof this Section 10 and in the taking of all such action as may be necessary or appropriate in orderto protect the rights of the holders of this Warrant against impairment.          11. Miscellaneous.          11.1 Governing Law. This Warrant shall be governed by and construed under the laws ofthe State of Delaware as applied to agreements among Delaware residents entered into and to beperformed entirely within Delaware.          11.2 Entire Agreement. This Warrant, the exhibits and schedules hereto, and thedocuments referred to herein, constitute the entire agreement and understanding of the partieshereto with respect to the subject matter hereof, and supersede all prior agreements andunderstandings, whether oral or written, between the parties hereto with respect to the subjectmatter hereof.          11.3 Binding Effect. This Warrant and the various rights and obligations arisinghereunder shall inure to the benefit of and be binding upon the Company and its successors andassigns, and Holder and its permitted successors and assigns.          11.4 Waiver; Consent. Any term of this Warrant may be amended with the writtenconsent of the Company and the Holder. No waivers of or exceptions to any term, condition orprovision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, afurther or continuing waiver of any such term, condition or provision.          11.5 Severability. If one or more provisions of this Warrant are held to beunenforceable under applicable law, such provision shall be excluded from this Warrant and the
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balance of the Warrant shall be interpreted as if such provision were so excluded and thebalance shall be enforceable in accordance with its terms.[Remainder of Page Intentionally Left Blank]
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          IN WITNESS WHEREOF,the Company has caused this Warrant to be executed by its officersthereunto duly authorized on   July 18, 2008.         CERES, INC.           By: /s/  Richard Hamilton        Name: Richard Hamilton      Title: Chief Executive Officer           THE TEXAS A&M UNIVERSITY SYSTEM           By: /s/  Guy Diedrich        Name: Guy Diedrich      Title: Vice Chancellor  

 
NOTICE OF EXERCISETo: Ceres, Inc.          (1) The undersigned hereby elects to purchase _______ shares of Common Stock, par value $.01per share, of Ceres, Inc. (the “Shares”), pursuant to the terms of the attached Warrant.          (2) The undersigned tenders herewith payment of the purchase price for such Shares in full: o in cash  o elects to receive a number of shares uponexercise calculated in accordance with Section 4(d) of the Warrant, ifsuch section is applicable at the date of exercise.          (3) In exercising this Warrant, the undersigned hereby confirms and acknowledges that (i) theShares are being acquired solely for the account of the undersigned and not as a nominee for anyother party, for investment, and that the undersigned will not offer, sell, pledge, hypothecate orotherwise transfer or dispose of any such Shares except under circumstances that will not result ina violation of the Securities Act of 1933, as amended (the “Securities Act”), or any statesecurities or blue sky laws, and (ii) the undersigned is an “accredited investor” (as defined inRule 501(a) of Regulation D under the Securities Act.          (4) Please issue a certificate or certificates representing said Shares in the name of theundersigned or in such other name as is specified below:        [Name]        [Name]          (5) Please issue a new Warrant for the unexercised portion of the attached Warrant in the nameof the undersigned or in such other name as is specified below:              [Name]     Date:                               , 20                  [Signature]

 
FORM OF ASSIGNMENT**(To be executed by the registered holder hereof)**     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns andtransfers unto the assignee named below all the rights of the undersigned under this Warrant withrespect to the number of shares of Common Stock, par value $.01 per share, of Ceres, Inc. coveredthereby set forth below:       **Address and Jurisdiction** **Number of Shares****Name of Assignee** **of Organization** **of Common Stock**                   Dated:               Signature of Registered Holder                  Name of Registered Holder        (Please Print)  Witness:________________________