exv4w10







Exhibit 4.10



CW-003



THIS WARRANT AND THE SECURITIES FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE
SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF
THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ISSUER, IN ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE
SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR
OTHER TRANSFER OF ANY INTEREST IN ANY SECURITIES REPRESENTED BY THIS CERTIFICATE.



THE SECURITIES FOR WHICH THIS WARRANT MAY BE EXERCISED WILL BE SUBJECT TO THE TERMS AND CONDITIONS
OF AN AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT, BY AND AMONG THE HOLDER, THE COMPANY
AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY AND AN AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT, AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY.
COPIES OF THESE AGREEMENTS MAY BE OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.




WARRANT TO PURCHASE SHARES OF COMMON STOCK




of



CERES, INC.



               This certifies that, for value received, The Texas A&M University System, an agency of the
State of Texas (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from Ceres, Inc., a Delaware corporation (the “Company”), that certain number of
shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), as
determined in Section 1 below, upon surrender hereof, at the principal office of the Company
referred to below, with the Notice of Exercise form attached hereto duly executed, and simultaneous
payment therefore in lawful money of the United States or otherwise as hereinafter provided, at the
Exercise Price set forth in Section 3 below. The number of shares for which this Warrant shall be
exercisable and the Exercise Price per share of Common Stock are subject to
adjustment from time to time as provided in Section 10 below. The term “Warrant” as
used herein shall include this Warrant and any warrants delivered in substitution or exchange
therefore as provided herein. Each capitalized term used but not defined herein shall have the
meaning ascribed thereto in the Intellectual Property Rights Agreement dated August 29, 2007



 









 





CW-003



between the Company and the Holder, as amended and restated by the Company and Holder as of
September 24, 2011 pursuant to the Amended and Restated Intellectual Property Rights Agreement (the
“IP Agreement”).




               1. Number of Shares. (a) Subject to the conditions set forth herein, this Warrant
shall be exercisable for an aggregate of up to 200,000 shares (the “Shares”) of Common
Stock, subject to adjustment as set forth in Section 10 below, and shall become exercisable in
three installments (each an “Installment”) as follows:




     (i) a first installment of sixty-six thousand six hundred sixty-seven (66,667)
shares on the fifth anniversary of the date of the IP Agreement, provided that the
Company has not terminated the IP Agreement as provided in Article 2.B thereof on or
before such date;




     (ii) a second installment of sixty-six thousand six hundred sixty-seven
(66,667) shares on the tenth anniversary of the date of the IP Agreement, provided
that the Company has not terminated the IP Agreement as provided in Article 2.B
thereof on or before such date; and




     (iii) a third installment of sixty-six thousand six hundred sixty-six (66,666)
shares on the fifteenth anniversary of the date of the IP Agreement, provided that
the Company has not terminated the IP Agreement as provided in Article 2.B thereof
on or before such date.




     (b) This Warrant shall become exercisable in three Installments as set forth in Section
1(a) of this Warrant, provided that, at the time the Holder’s exercises the purchase right
for the Shares subject to each applicable Installment in accordance with Section 4 below,
(i) neither the Holder nor Texas Agrilife Research, a member of the Holder (“Texas
Agrilife”) has breached, or is in breach of, any provisions of the Sponsored Research
Agreement, dated August 29, 2007, between the Company and the Holder (the “SRA”), as
amended and restated by the Company and Texas AgriLife pursuant to the Amended and Restated
Sponsored Research Agreement, dated September 24, 2011, between the Company and Texas
Agrilife (the “ARSRA”), the IP Agreement including, without limitation, the
Guidelines for Future Collaborative Opportunities attached as Appendix C thereto (the
“Guidelines”), the Existing Licenses and Material Transfer Agreements (as defined in
the ARSRA), or any license entered into pursuant to the IP Agreement, (ii) neither the
Holder nor Texas Agrilife has proceeded with any activities (including participation in any
Additional Collaboration Project and/or use of any Lines, Hybrids, Derivatives or Progeny
developed in the Program) contrary to the Company’s expressed preference, as referred to in
Clause 1.2 of the Guidelines, and (iii) neither the Holder nor Texas Agrilife has
collaborated or is collaborating with, nor has granted rights to, any other party for
Germplasm Improvement (as defined in the
ARSRA) of Biomass/Bioenergy/Sweet Sorghum (as defined in the ARSRA) except as expressly
permitted in the ARSRA.



2









 





CW-003



               2. Term of Warrant. This Warrant shall remain exercisable for a period of fifteen
(15) years from September 24, 2011, provided, however, this Warrant shall terminate and may no
longer be exercised upon the termination by the Company of the IP Agreement pursuant to Section 2.B
thereof or upon termination by the Company of the ARSRA in the event that Texas Agrilife materially
breaches any provision of the ARSRA which breach is not cured within sixty (60) days after the date
of written notice provided by the Company to Texas Agrilife specifying such breach (the
“Exercise Period”).



               3. Exercise Price.




     (a) If, on or prior to June 30, 2012, the Company consummates a sale of Common Stock in
a bona fide, firm commitment underwriting pursuant to an effective registration statement
under the Securities Act, covering the offer and sale of Common Stock on either the New York
Stock Exchange or the Nasdaq Global Market resulting on the date of closing of such offering
in aggregate proceeds to the Company and any selling security holders of an amount not less
than $40,000,000 (a “Qualified Initial Public Offering”), the exercise price for
this Warrant (the “Exercise Price”) shall be a price per share equal to the sum of
(A) the per share offering price to the public of the Common Stock in the Qualified Initial
Public Offering as set forth on the cover of the Company’s final prospectus related to the
Qualified Initial Public Offering, plus (B) an amount equal to ten percent (10%) of such
price.




     (b) In the event that the Company does not consummate a Qualified Initial Public
Offering on or prior to June 30, 2012, the Exercise Price shall be $10.00 per share.



               4. Exercise of Warrant.




     (a) The purchase rights for the Shares represented by this Warrant are exercisable by
the Holder, subject to Sections 1 and 2 hereof, in whole or in part, such number of Shares
and the Exercise Price being subject to adjustment as provided in Section 10 below, at any
time, or from time to time, during the Exercise Period by the surrender of this Warrant and
the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder,
at the office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), upon payment in cash, by cashier’s check or by wire transfer in
immediately available funds of the Exercise Price of the Shares to be purchased.




     (b) Any Installment of this Warrant that is exercised in whole or in part, shall be
deemed to have been exercised immediately prior 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 treated for all purposes as the holder of record of
such Shares as of the close of business on such date. 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 person or persons entitled to receive the
same a certificate or certificates for the number of Shares issuable upon such exercise. In
the event that any Installment of this Warrant is exercised in part, the Company, at its



3









 





CW-003




expense, will execute and deliver a new Warrant of like tenor exercisable for the maximum
number of Shares for which this Warrant may then be exercised. All other terms and
conditions of any such new Warrant shall be identical to those contained herein.




     (c) Upon the first exercise of any applicable Installment of this Warrant, whether in
whole or in part, the Holder shall execute and become a party to (i) the Sixth Amended and
Restated Right of First Refusal and Co-Sale Agreement dated June 25, 2010, as the same may
be amended from time to time (the “Right of First Refusal and Co-Sale Agreement”)
among the Company, the Investors (as defined therein) and the Founders (as defined therein),
and (ii) the Amended and Restated Investors’ Rights Agreement Dated June 25, 2010 (the
“Investors’ Rights Agreement”), as the same may be amended from time to time,
between the Company and the Investors (as defined therein).




     (d) Notwithstanding any provisions herein to the contrary, if the fair market value of
one share of Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to
receive shares equal to the value (as determined below) of this Warrant (or the portion
thereof being canceled) by the surrender of this Warrant at the office of the Company (or
such other office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company) together with the
Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder and
notice of such election in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:








	 	 	 	 	 	 	 

	Where

	 	X
	 	=
	 	the number of shares of Common Stock to be issued to the Holder
	 
	 	 	 	 	 	 
	 

	 	Y
	 	=
	 	the number of shares of Common Stock purchasable
under 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 such
calculation)







For purposes of the above calculation, the fair market value of one share of Common Stock
shall be determined as follows:




(i) in the event that the Common Stock is listed or admitted to trading on the
NASDAQ Stock Market or any other national securities exchange, the average of the
last reported sales price on such exchange for the ten (10) consecutive trading days
prior to the date of determination of such fair market value;



4









 





CW-003



(ii) in the event such security is no longer listed or admitted to trading on any
national securities exchange or traded on any national market system, the average of
the reported closing bid and ask prices in the over-the-counter market on such date
as shown by the NASD automated quotation system, or if such securities are not then
quoted on such system, as published by the National Quotation Bureau, Incorporated
or any similar successor organization, and in either case as reported by any member
firm 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 as
determined by the Company’s Board of Directors in good faith.



               5. No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon the exercise of this Warrant. In lieu of any fractional
Share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal
to the Exercise Price multiplied by such fraction.



               6. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company 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 indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute
and 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 its
capacity as such, shall not be entitled to vote or receive dividends or be deemed the holder of the
Shares or any other securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder,
as such, any of the rights of a stockholder of the Company, such as any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, 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 par value, consolidation,
merger, conveyance or otherwise), to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until this Warrant shall have been exercised, in whole or in
part, and the Shares purchasable upon the exercise hereof shall have been issued, as provided
herein.



               8. Transfer of Warrant.




     (a) Warrant Register. The Company will maintain a register (the “Warrant
Register”) containing the names and addresses of the Holder or Holders. Any Holder of
this Warrant may change its address as shown on the Warrant Register by written notice
to the Company requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be delivered or given by mail to such Holder as
shown on the Warrant Register and at the address shown on the Warrant Register. Until this
Warrant is transferred on the Warrant Register of the Company, the Company



5









 





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may treat the
Holder as shown on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the contrary.




     (b) Warrant Agent. The Company may, by written notice to the Holder, appoint
an 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 this
Warrant, 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 be
transferred or assigned in whole or in part without the prior written consent of the
Company. 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 Warrant
subject to all rights and obligations of the Holder set forth herein. In addition, this
Warrant may not be transferred in whole or in part without compliance with all applicable
Federal and state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions reasonably satisfactory to
the Company, if such are requested by the Company).




     (d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form, and subject to the provisions of this
Warrant 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, the
Company at its expense shall issue to or on the order of the Holder a new warrant or
warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder
of any applicable transfer taxes) may direct, for the number of Shares issuable upon
exercise thereof.




     (e) Compliance with Securities Laws.




     (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the Shares to be issued upon exercise hereof are being acquired solely
for the Holder’s own account and not as a nominee for any other party, for
investment, and that the Holder will not offer, sell, pledge, hypothecate or
otherwise transfer or dispose of this Warrant or any Shares to be issued upon
exercise hereof except under circumstances that will not result in a violation of
the Securities Act or any state securities or blue sky laws.




     (ii) The Holder of this Warrant understands that neither this Warrant nor the
Shares have been registered under the Securities Act. The Holder of this Warrant
also understands that the Warrant and the Shares are being offered and
sold pursuant to an exemption from registration contained in the Securities Act
based in part upon the Holder’s representations contained herein.




     (iii) The Holder hereby represents and warrants that the Holder has substantial
experience in evaluating and investing in private placement



6









 





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transactions of
securities in companies similar to the Company so that it is capable of evaluating
the merits and risks of its investment in the Company and has the capacity to
protect its own interests. The Holder must bear the economic risk of this
investment indefinitely unless the Warrant (or the Shares) are registered pursuant
to the Securities Act, or an exemption from registration is available. The Holder
understands that the Company has no present intention of registering the Warrant or
the Shares. The Holder also understands that there is no assurance that any
exemption 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 any
portion of the Warrant or the Shares under the circumstances, in the amounts or at
the times the Holder might propose.




     (iv) The Holder represents and warrants that it is a governmental or
quasi-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 or
imprinted with legends in substantially the following forms (in addition to any
legend required by state securities laws or any agreement to which the Holder is a
party):




     (A) “THIS WARRANT AND THE SECURITIES FOR WHICH IT MAY BE EXERCISED HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE
SKY LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT,
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN
ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER
AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF
ANY INTEREST IN ANY SECURITIES REPRESENTED BY THIS CERTIFICATE.”



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     (B) “THE SECURITIES FOR WHICH THIS WARRANT MAY BE EXERCISED ARE SUBJECT
TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED RIGHT OF FIRST
REFUSAL AGREEMENT, BY AND AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS
OF CAPITAL STOCK OF THE COMPANY AND AN AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT, AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF
CAPITAL STOCK OF THE COMPANY. COPIES OF THESE AGREEMENTS MAY BE OBTAINED
UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.”



               9. Reservation of Stock. The Company covenants that during the term this Warrant is
exercisable, the Company will reserve from its authorized and unissued Shares a sufficient number
of shares to provide for the issuance of the Shares upon the exercise of this Warrant and, from
time to time, will take all steps necessary to amend its Restated Certificate of Incorporation (the
“Charter”) to provide sufficient reserves of Shares issuable upon exercise of the Warrant.
The Company 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 as
set forth herein, will be duly authorized, validly issued and fully paid and non-assessable. The
Company agrees that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary
certificates for the Shares upon the exercise of this Warrant.



               10. Adjustments. The Exercise Price and the number of Shares purchasable hereunder
are subject to adjustment from time to time as follows:



               10.1 Merger, Sale of Assets, Etc.




     (a) If at any time, while this Warrant, or any portion thereof, is outstanding and
unexpired there shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the Company is not
the surviving entity, or a reverse triangular merger in which the Company is the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then, as a part of such reorganization, merger or
consolidation, if any Installment of this Warrant remains unexercised or has not become
exercisable under Section 1(a) hereof prior to such reorganization, merger or consolidation,
lawful provision shall be made so that the holder of 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 corporation resulting from
such reorganization, merger or consolidation, which a holder of the Shares deliverable
upon exercise of this Warrant would have been entitled to receive in such reorganization,
consolidation or merger if this Warrant had been exercised immediately before such
reorganization, merger or consolidation, all subject to further adjustment as provided in



8









 





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 this Section 10. The foregoing provisions of this Section 10.1 shall similarly apply to
successive reorganizations, consolidations or mergers, and to the stock or securities of any
other corporation which are at the time receivable upon the exercise of this Warrant. If
the per share consideration payable to the holder hereof for shares in connection 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’s Board of Directors.
In all events, appropriate adjustment (as determined in good faith by the Company’s Board of
Directors) shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after that event, as near as reasonably may
be, in relation to any shares or other property deliverable after that event upon exercise
of this Warrant.




     (b) Notices of Record Date. In the event that the Company shall propose at any
time to merge with or into any other corporation, or sell, lease or convey all or
substantially all its property or business, or to liquidate, dissolve or wind up, then the
Company shall send to the holder of this Warrant at least ten (10) days’ prior written
notice of the date on which a record shall be taken for determining rights to vote in
respect of such event.



               10.2 Reclassification, etc. If the Company at any time while any Installment of this
Warrant, or any portion thereof, remains outstanding and unexpired shall, by reclassification of
securities or otherwise, change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other class or classes, this
Warrant shall thereafter represent the right to acquire such number and kind of securities as would
have been issuable as the result of such change with respect to the securities which were subject
to the purchase rights under this Warrant immediately prior to such reclassification or other
change and the Exercise Price therefore shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 10.



               10.3 Adjustments for Dividends in Stock or Other Securities or Property. If at any
time while any Installment of this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities 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 have become entitled to receive, without payment therefore, other or additional
stock or other securities 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 the security receivable upon exercise of this Warrant, and without payment of any
additional consideration therefore, the amount of such other or additional stock or other
securities or property (other than cash) of the Company which such holder would hold on the date of
such exercise had it been the holder of record of the security receivable upon exercise of this
Warrant on the date hereof and had thereafter, during the period from the date hereof to and
including the date of such exercise, retained such shares and/or all other additional
stock available by it as aforesaid during such period, giving effect to all adjustments called
for during such period by the provisions of this Section 10.



9









 





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               10.4 No Impairment. The Company will not, by any voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Section 10 and in the taking of all such action as may be necessary or appropriate in order
to 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 of
the State of Delaware as applied to agreements among Delaware residents entered into and to be
performed entirely within Delaware.



               11.2 Entire Agreement. This Warrant, the exhibits and schedules hereto, and the
documents referred to herein, constitute the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof, and supersede all prior agreements and
understandings, whether oral or written, between the parties hereto with respect to the subject
matter hereof.



               11.3 Binding Effect. This Warrant and the various rights and obligations arising
hereunder shall inure to the benefit of and be binding upon the Company and its successors and
assigns, and Holder and its permitted successors and assigns.



               11.4 Waiver; Consent. Any term of this Warrant may be amended with the written
consent of the Company and the Holder. No waivers of or exceptions to any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or provision.



               11.5 Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so excluded and the balance
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 officers
thereunto duly authorized on December 19, 2011.



	 	 	 	 	 
	 	CERES, INC.

 	 
	 	By:  	/s/ Richard Hamilton
 	 
	 	 	Name:  	Richard Hamilton 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	THE TEXAS A&M UNIVERSITY SYSTEM

 	 
	 	By:  	/s/ Brett Cornwell
 	 
	 	 	Name:  	Brett Cornwell 	 
	 	 	Title:  	Associate Vice Chancellor for
Commericialization 	 



 









 





CW-003



	 	 	 	 	 



NOTICE OF EXERCISE



To: Ceres, Inc.





               (1) The undersigned hereby elects to purchase _______ shares of Common Stock, par value $.01
per 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 upon
exercise calculated in accordance with Section 4(d) of the Warrant, if
such section is applicable at the date of exercise.





               (3) In exercising this Warrant, the undersigned hereby confirms and acknowledges that (i) the
Shares are being acquired solely for the account of the undersigned and not as a nominee for any
other party, for investment, and that the undersigned will not offer, sell, pledge, hypothecate or
otherwise transfer or dispose of any such Shares except under circumstances that will not result in
a violation of the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities or blue sky laws, and (ii) the undersigned is an “accredited investor” (as defined in
Rule 501(a) of Regulation D under the Securities Act.



               (4) Please issue a certificate or certificates representing said Shares in the name of the
undersigned 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 name
of the undersigned or in such other name as is specified below:



	 	 	 

	 

	 	 

	 

	 	[Name]
	 
	 	 
	Date:                     , 20  

	 	 
	 

	 	[Signature]






 









 





CW-003



FORM OF ASSIGNMENT




(To be executed by the registered holder hereof)



     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and
transfers unto the assignee named below all the rights of the undersigned under this Warrant with
respect to the number of shares of Common Stock, par value $.01 per share, of Ceres, Inc. covered
thereby 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: