EXHIBIT 10.2


 


EXECUTION COPY


 


AMENDMENT AND SUPPLEMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT


 


AMENDMENT AND SUPPLEMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of August 26, 2015 (this “Agreement”) between Ceres,
Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such
purchaser, a “New Purchaser” and, collectively, the “New Purchasers”) (each of the Company
and the New Purchasers are also referred to herein as a “Party” and collectively as the “Parties”).


 


RECITALS


 


A.            The Company,
certain of the Parties and the other party thereto have entered into a Registration Rights Agreement dated as of July 30, 2015
(the “Registration Rights Agreement”);


 


B.            The Parties
have entered into a Securities Purchase Agreement dated as of August 20, 2015 (the “Purchase Agreement”) with
respect to the sale and purchase of the Securities;


 


C.            The Parties
desire to amend and supplement the Registration Rights Agreement to provide for registration rights with respect to the Warrant
Shares;


 


D.            All things necessary
for the execution of this Agreement and to make this Agreement a valid and binding agreement of the Parties and amendment and supplement
of the Registration Rights Agreement have been done;


 


E.            For good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


SECTION
1. Certain Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement.


 


SECTION 2. Amendments
and Supplements. Pursuant to the terms set forth in Section 6(f) (Amendments and Waivers) of the Registration Rights
Agreement:


 


		(a)	by its execution hereof, each of Empery Tax Efficient II, LP, Empery Asset Master, Ltd and Empery
Tax Efficient, LP (each a “New Investor”), becomes a party to the Registration Rights Agreement as a “Purchaser”
and, as such, shall have all of the rights and be subject to all of the obligations and agreements of a Purchaser under the Registration
Rights Agreement. The definitions of “Purchaser” and “Purchasers” in the first paragraph of the preamble
of the Registration Rights Agreement are hereby amended to include each New Investor.



 




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		(b)	the capitalized term “Warrants” as used in the Registration Rights Agreement shall
be deemed to include the Warrants as defined in the Purchase Agreement, and the capitalized term “Warrant Shares” as
used in the Registration Rights Agreement shall be deemed to include the Warrant Shares as defined in the Purchase Agreement.



 


		(c)	Section 3(i) of the Registration Rights Agreement is hereby amended by inserting immediately following
the words, “to the extent permitted by the Purchase Agreement”, the words, “or the Securities Purchase Agreement
dated as of August 20, 2015, among the Company and the parties thereto (the “New Purchase Agreement”), as applicable”



 


		(d)	Each of Section 6(g) and 6(h) of the Registration Rights Agreement is hereby amended by inserting
at the end of such Section immediately prior to “.” the following text: “or the New Purchase Agreement, as applicable”.



 


		(e)	Public Information. This Section 2(e) is provided solely for the benefit of the holders
from time to time of the Warrants and the Warrant Shares (each as defined in the Purchase Agreement), and shall have no application
with regard to any other Registrable Securities (as defined in the Registration Rights Agreement). At any time during the period
commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Warrant Shares, if a registration
statement is not available for the resale of all of the Warrant Shares, may be sold without restriction or limitation pursuant
to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (i) fail for any reason to
satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information
requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an
issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public
Information Failure”) then, as partial relief for the damages to any holder of Warrant Shares by reason of any such delay
in or reduction of its ability to sell the Warrant Shares (which remedy shall not be exclusive of any other remedies available
at law or in equity), the Company shall pay to each such holder an amount in cash equal to two percent (2.0%) of the aggregate
Subscription Amount of such holder’s Securities on the day of a Public Information Failure and on every thirtieth day (pro
rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure
is cured and (ii) such time that such Public Information Failure no longer prevents a holder of Warrant Shares from selling such
Warrant Shares pursuant to Rule 144 without any restrictions or limitations. The payments to which a holder shall be entitled pursuant
to this Section 2(e) are referred to herein as “Public Information Failure Payments.” Public Information Failure
Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments
are incurred and (II) the third Business Day after the event or failure giving rise to the Public Information Failure Payments
is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information
Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.



 




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SECTION
3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 4. Ratification.
Except as expressly set forth herein, the Registration Rights Agreement shall remain in full force and effect and is hereby ratified,
approved and confirmed by each Party in all respects. Every reference in the Registration Rights Agreement to the Registration
Rights Agreement shall hereby be deemed to mean the Registration Rights Agreement as amended and supplemented by this Agreement.
This Agreement shall form a part of the Registration Rights Agreement for all purposes, and every Purchaser shall be bound hereby.


 


SECTION 5. Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being
understood that both Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


[SIGNATURE PAGES FOLLOW]


 




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IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


	 	CERES, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Amendment and Supplement
No. 1 to Registration Rights Agreement]


 




     


     


    

 


Name of Purchaser: __________________________


 


Signature of Authorized Signatory of Purchaser: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


[Signature Page to Amendment and Supplement
No. 1 to Registration Rights Agreement]