exv4w11





Exhibit 4.11




AMENDMENT NO. 1 TO THE

CONVERTIBLE SUBORDINATED PROMISSORY NOTES




     This Amendment No. 1 (this “Amendment”) to the Convertible Subordinated Promissory
Notes issued on August 1, 2011 to the holders and in the principal amounts set forth on Exhibit A
hereto (as amended, the “Convertible Notes”), is made between Ceres, Inc., a Delaware
corporation (the “Company”), and each of Rothschild Trust Guernsey Limited as Trustee F/B/O
The Ambergate Trust (the “Trust”), Gimv N.V. (“Gimv”), Adviesbeheer Gimv Life
Sciences 2004 N.V. (“Adviesbeheer”), Artal Luxembourg S.A. (“Artal”), H&Q
Healthcare Investors (“H&Q Healthcare”), H&Q Life Sciences Investors (“H&Q Life
Sciences”), Warburg Pincus Private Equity IX, L.P. (“Warburg Pincus”), The Kiley
Revocable Trust (“Kiley”) and the Edmund and Ellen Olivier Revocable Family Trust
(“Olivier”) (each of Trust, Gimv, Adviesbeheer, Artal, H&Q Healthcare, H&Q Life Sciences,
Warburg Pincus, Kiley and Olivier are referred to herein individually as a “Noteholder”
and, collectively, as the “Noteholders”).



RECITALS




     WHEREAS, in accordance with Section 8 of the Convertible Notes, the undersigned Noteholders
desire to amend the Convertible Notes as set forth below.



     NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, the
parties hereto mutually agree as follows:



     Defined terms used herein but not defined herein have the meaning given to them in the
Convertible Notes.



     1. Prepayment. Section 3 is hereby amended to replace the phrase “the six month
anniversary of the Issuance Date” with “June 30, 2012” such that Section 3 of the Convertible Notes
shall read in its entirety as follows:



     “3. Prepayment. The Company may not prepay any outstanding principal amount
due under this Note on or prior to June 30, 2012, except in the event of a Change of Control
Transaction pursuant to Section 4.3 hereof.”



     2. Conversion. Sections 4.1(i) and (ii) are hereby amended to replace the phrase “the
six month anniversary of the Issuance Date” with “June 30, 2012” such that Sections 4.1(i) and (ii)
of the Convertible Notes shall read in its entirety as follows:



     “4.1 Automatic Conversion.




     (i) If, on or prior to June 30, 2012, the Company consummates a sale of its common
stock, par value $.01 per share (the “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”), this Note shall be automatically converted on
such date into shares of Common Stock at a price per



 









 







share equal to the product 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, multiplied by (B) 0.80
(the “IPO Conversion Price”).




     (ii) In the event that the Company does not consummate a Qualified Initial Public
Offering on or prior to June 30, 2012, this Note (x) shall automatically be
converted into shares of Series G Convertible Preferred Stock, par value $.01 per
share, of the Company (the “Series G Preferred Stock”) at a price of $6.50
per share (the “Modified Conversion Price”) and (y) the Holder of this Note
shall receive warrants to purchase shares of Common Stock (the “Warrants”)
pursuant to Section 5 hereof, in each case on such date.”



     3. Mechanics and Effect of Conversion. The fifth sentence of Section 4.6 is hereby
amended to replace the phrase “the six month anniversary of the Issuance Date” with “June 30, 2012”
such that the fifth sentence of Section 4.6 of the Convertible Notes shall read in its entirety as
follows:




     “Such conversion shall be deemed to have been made upon the earlier to occur of: (i) the
completion of a Qualified Initial Public Offering or (ii) June 30, 2012, as the case may be,
and on and after such date the Holder of this Note entitled to receive the shares of Common
Stock or Series G Preferred Stock, as the case may be, shall be treated for all purposes as
the record Holder of such shares and a purchaser of such shares under the Note Purchase
Agreement and shall be bound by the terms of the Transaction Documents.”



     4. U.S. Federal Income Tax Treatment. The Company intends to treat the Convertible
Notes as equity of the Company for U.S. federal income tax purposes and, absent any administrative
determination or judicial ruling to the contrary, each Noteholder, by executing this Amendment,
agrees to treat each Convertible Note similarly. Each Noteholder should consult its tax adviser
regarding the U.S. federal income tax consequences of this Amendment, including possible
alternative treatments as well as any tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.



     5. Effective Date. This Amendment shall become effective on January 10, 2012.



     6. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to conflict of laws.



     7. Counterparts. This Amendment may be executed in any number of counterparts, all of
which together shall constitute one instrument, and each of which may be executed by less than all
of the parties to this Amendment.



     8. Full Force and Effect. Except as specifically amended hereby, the Convertible
Notes remains in full force and effect.



 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Convertible
Notes.



	 	 	 	 	 
	 	 







“COMPANY”



CERES, INC.

 	 
	 	By:  	/s/ Richard Hamilton
 	 
	 	 	Richard W. Hamilton, Ph.D. 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	“NOTEHOLDERS”



ROTHSCHILD TRUST GUERNSEY LIMITED AS TRUSTEE F/B/O THE AMBERGATE TRUST

 	 
	 	By:  	/s/
Antonio Cranchi    /s/ Stephen Lowe
 	 
	 	 	Name:  	Antonio Cranchi    Stephen Lowe 	 
	 	 	Title:  	Authorised Signatories 	 
	 



	 	 	 	 	 
	 	ARTAL LUXEMBOURG S.A.

 	 
	 	By:  	/s/ Anne Goffard
 	 
	 	 	Name:  	Anne Goffard 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	GIMV N.V.

 	 
	 	By:  	/s/
Koen Dejonckheere 	 
	 	 	Name:  	
Koen Dejonckheere 	 
	 	 	Title:  	CEO 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Bart Diels
 	 
	 	 	Name:  	
Bart Diels 	 
	 	 	Title:  	Gimv Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADVIESBEHEER GIMV LIFE SCIENCES 2004
N.V.

 	 
	 	By:  	/s/  Koen
Dejonckheere	 
	 	 	Name:  	Koen Dejonckheere	 
	 	 	Title:  	CEO	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/  Bart Diels	 
	 	 	Name:  	Bart Diels	 
	 	 	Title:  	Gimv Partner	 
	 



	 	 	 	 	 
	 	H&Q HEALTHCARE INVESTORS

 	 
	 	By:  	/s/ Laura Woodward
 	 
	 	 	Name:  	Laura Woodward 	 
	 	 	Title:  	Treasurer 	 
	 


Limitation of Liability. The name H&Q Healthcare Investors is the designation of the
Trustees for the time being under an Amended and Restated Declaration of Trust dated April 21,
1987, as amended, and all persons dealing with H&Q Healthcare Investors must look solely to the
trust property for the enforcement of any claim against H&Q Healthcare Investors, as neither the
Trustees, officers nor shareholders assume any personal liability for obligations entered into on
behalf of H&Q Healthcare Investors.




	 	 	 	 	 
	 	H&Q LIFE SCIENCES INVESTORS

 	 
	 	By:  	/s/ Laura Woodward
 	 
	 	 	Name:  	Laura Woodward 	 
	 	 	Title:  	Treasurer 	 
	 


Limitation of Liability. The name H&Q Life Sciences Investors is the designation of the
Trustees for the time being under an Amended and Restated Declaration of Trust dated February 20,
1992, as amended, and all persons dealing with H&Q Life Sciences Investors must look solely to the
trust property for the enforcement of any claim against H&Q Life Sciences Investors, as neither the
Trustees, officers nor shareholders assume any personal liability for obligations entered into on
behalf of H&Q Life Sciences Investors.








 









 








	 	 	 	 	 
	 	THE KILEY REVOCABLE TRUST

 	 
	 	By:  	/s/ Thomas D. Kiley
 	 
	 	 	Name:  	Thomas D. Kiley, TTEE 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	EDMUND AND ELLEN OLIVIER REVOCABLE FAMILY TRUST

 	 
	 	By:  	/s/ Edmund M. Olivier
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	WARBURG PINCUS PRIVATE EQUITY IX, L.P.



BY: WARBURG PINCUS IX, LLC, ITS GENERAL PARTNER



BY: WARBURG PINCUS PARTNERS, LLC, ITS SOLE MEMBER



BY: WARBURG PINCUS & CO., ITS MANAGING MEMBER

 	 
	 	By:  	/s/ Scott A. Arenare
 	 
	 	 	Name:  	Scott A. Arenare 	 
	 	 	Title:  	Partner 	 
	 	 	 	January 6, 2012 	 



 









 






	 	 	 	 	 



EXHIBIT A




	 	 	 	 	 
	Name of Purchaser	 	Principal Amount ($)	 
	Rothschild
Trust Guernsey Limited as Trustee F/B/O the Ambergate Trust
	 	$	3,350,000	 
	Artal Luxembourg S.A.
	 	$	5,000,000	 
	Adviesbeheer Gimv Life Sciences 2004 N.V.
	 	$	136,379	 
	Gimv N.V.
	 	$	772,813	 
	The Kiley Revocable Trust
	 	$	100,000	 
	H&Q Healthcare Investors
	 	$	165,554	 
	H&Q Life Sciences Investors
	 	$	108,086	 
	Warburg Pincus Private Equity IX, L.P.
	 	$	1,592,400	 
	Edmund and Ellen Olivier Revocable Family Trust
	 	$	200,000