exv4w2






Exhibit 4.2




WARRANT TO PURCHASE STOCK



THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT
AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM
REGISTRATION.




	 	 	 

	Company:

	 	Ceres, Inc., a Delaware corporation
	Number of
Shares:

	 	18,461 
	Class of Stock:

	 	Series E Preferred
	Warrant Price:

	 	$6.50 per Share
	Issue Date:

	 	August 16, 2004
	Expiration Date:

	 	The later to occur of (A) ten years
following the issue date or (B) five (5) years
after the closing of the initial public
offering of the common stock of Ceres, Inc., a
Delaware corporation (the “IPO”) effected
pursuant to a Registration Statement on Form
S-1 (or its successor) filed under the
Securities Act of 1933, as amended (the
“Act”).






     THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and
valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully
paid and nonassessable shares of the class of securities (the “Shares”) of the company (the
“Company”) at 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 duly
executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal
office 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 designated
by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price
for the Shares being purchased.




          1.2 Conversion Right. At the occurrence of, or following, an initial public offering
or Acquisition of the Company, 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 Shares
determined by dividing (a) the aggregate fair market value of the Shares or other securities
otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares shall be determined
pursuant to Article 1.3.




          1.3 Fair Market Value. If the Company’s common stock is traded in a public market and
the shares are common stock, the fair market 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
the Company (or in the instance where the Warrant is exercised immediately prior to




 









 







the effectiveness of the Company’s initial public offering, the “price to public” per share
price specified in the final prospectus relating to such offering). If the Company’s common stock
is traded in a public market and the Shares are preferred stock, the fair market value of a Share
shall be the closing price of a share of the Company’s common stock reported for the business day
immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance
where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial
public offering, the initial “price to public” per share price specified in the final prospectus
relating to such offering), in both cases, multiplied by the number of shares of the Company’s
common stock into which a Share is convertible. If the Company’s common stock is not traded in a
public market, the Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment.




          1.4
Delivery of Certificate and New Warrant. Promptly after Holder exercises or
converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant
Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this
Warrant has not been fully exercised or converted and has not expired, a new Warrant representing
the Shares not so acquired.




          1.5 Replacement of Warrants. 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 indemnity agreement reasonably satisfactory in form and
amount to the Company or, in the case of mutilation, or 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 in whatever form, or any
reorganization, consolidation, or merger of the Company where the holders of the Company’s
securities before the transaction beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.



               1.6.2 Treatment of Warrant at Acquisition.


A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in
which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase
right under this Warrant and such exercise 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 expire upon the consummation of such Acquisition. The Company shall provide the Holder with
written notice of its request relating to the foregoing (together with such reasonable information
as the Holder may request in connection with such contemplated Acquisition giving rise to such
notice), which is to be delivered to Holder not 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 that
is 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 such
exercise 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 Date
if the Company continues as a going concern following the closing of any such True Asset Sale. The
Company shall provide the Holder with written notice of its request relating to the foregoing
(together with such reasonable information as the Holder may




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request in connection with such contemplated Acquisition giving rise to such notice), which
is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed
Acquisition.



C) Upon the closing of any Acquisition other than those particularly described in subsections (A)
and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant
shall be exercisable for the same securities, cash, and property as would be payable for the
Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price
and/or number of Shares shall be adjusted accordingly.



As used herein “Affiliate” shall mean any person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with, the Company. The
term “control” (including the terms “controlling,” “controlled by” or “under common control with”)
means the possession, direct or indirect, of the power to direct or cause the direction of
management and policies of a person, whether through the ownership of voting securities, by
contract, or otherwise.




          1.7 Certain Shareholders’ Agreements.




          The Holder agrees that, immediately upon the exercise of the Warrant, the Holder will be
bound by the terms and conditions of (a) the Amended and Restated Investors’ Rights Agreement
dated as of April 2, 2002 among Ceres, Inc. and each of the Investors (as defined therein); and
(b) the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of April
2, 2002 among Ceres, Inc., each of the Founders (as defined therein) and each of the Investors (as
defined therein), 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 and conditions.



ARTICLE 2. ADJUSTMENTS TO THE SHARES.




          2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the
Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the total number and kind of
securities to which Holder would have been entitled had Holder owned the Shares of record as of the
date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise
into a greater number of shares or takes any other action which increase the amount of stock into
which the Shares are convertible, the number of shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately decreased. If the
outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the number of Shares
shall be proportionately decreased.




          2.2 Reclassification, Exchange, Combinations or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall
be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of
securities and property that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or other event. Such an
event shall include any automatic conversion of the outstanding or issuable securities of the
Company of the same class or series as the Shares to common stock pursuant to the terms of the
Company’s Certificate of Incorporation upon the closing of a registered public offering of the
Company’s common stock. The Company or its successor shall promptly issue to Holder an








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amendment to this Warrant setting forth the number and kind of such new securities or other
property issuable upon 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
securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant
shall provide for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise of the new
Warrant. The provisions of 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 stock
issuable upon conversion of the Shares shall be subject to adjustment, from time to time in the
manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and
outstanding on and as of the date of any such required adjustment. It is understood, moreover,
that once the Shares are converted into common stock of the Company, the foregoing referenced
adjustment provisions applicable to preferred stock of the Company are no longer applicable.
The provisions set forth for the Shares in the Company’s Certificate of Incorporation relating to
the above in effect as of the Issue Date may not be amended, modified or waived, without the prior
written consent of Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification or waiver affects the
rights associated with all other shares of the same series and class as the Shares granted to the
Holder.




          2.4 No Impairment. The Company shall not, by amendment of its Certificate of
Incorporation 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
observance or 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 2 and in taking all such action as may be necessary or appropriate to protect Holder’s
rights under this Article against impairment.




          2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or
conversion of the Warrant and the number of Shares to be issued shall be rounded down to the
nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount
computed 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, the
Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth
such adjustment and the facts upon which such adjustment is based. The Company shall, upon written
request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date
thereof 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 the
Holder as follows:




               (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
which at least $500,000 of the Shares were sold and (ii) the fair market value of the Shares as of
the date of this Warrant.



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               (b) All Shares which may be issued upon the exercise of the purchase right represented by
this Warrant, 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
and encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state securities laws.



               (c) The Capitalization Table dated June 1, 2004 provided to Holder remains true and complete
as of such date and there have been no material changes thereto since such date.



          3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any
dividend or distribution upon any of its stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend; (b) to offer for sale additional shares of
any class or series of the Company’s stock other than in connection with the grant of stock options
under a stock option plan or the exercise of options or warrants; (c) to effect any
reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into
any other corporation, or sell, lease, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to
participate in an underwritten public offering of the company’s securities for cash, then, in
connection with each such event, the Company shall give Holder: (1) at least 10 days prior written
notice of the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of common stock will be entitled thereto) or
for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above;
(2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written
notice of the date when the same will take place (and specifying the date on which the holders of
common stock will be entitled to exchange their common stock for securities or other property
deliverable 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.




          3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that
the Shares or, if the Shares are convertible into common stock of the Company, such common stock,
shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in
the Company’s Amended and Restated Investor Rights Agreement dated April 2, 2002. The provisions
set forth in such Investors’ Right Agreement may not be amended, modified or waived without the
prior written consent of Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification, or waiver affects
the rights associated with all other shares of the same series and class as the Shares granted to
the Holder.




          3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder will not
have any rights as a shareholder of the Company until the exercise of this Warrant.



ARTICLE 4.
REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and
warrants to the Company as follows:




          4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon
exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account,
not as a nominee or agent, and not with a view to the public resale or distribution within the
meaning of the Act. Holder also represents that the Holder has not been formed for the specific
purpose of acquiring this Warrant or the Shares.




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          4.2 Disclosure of Information. The Holder has received or has had full access to all
the information it considers necessary or appropriate to make an informed investment decision with
respect to the acquisition of this Warrant and its underlying securities. The Holder further has
had an opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of this Warrant and its underlying securities and to obtain additional
information (to the extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify any information furnished to the Holder or to
which the Holder has access.




          4.3 Investment Experience. The Holder understands that the purchase of this Warrant
and its underlying securities involves substantial risk. The Holder has experience as an investor
in securities of companies in the development stage and acknowledges that the Holder can bear the
economic risk of such Holder’s investment in this Warrant and its underlying securities and has
such knowledge and experience in financial or business matters that the Holder is capable of
evaluating the merits and risks of its investment in this Warrant and its underlying securities
and/or has a preexisting personal or business relationship with the Company and certain of its
officers, directors or controlling persons of a nature and duration that enables the Holder to be
aware of the character, business acumen and financial circumstances of such persons.




          4.4 Accredited Investor Status. The Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act.




          4.5 The Act. The Holder understands that this Warrant and the Shares issuable upon
exercise or conversion hereof have not been registered under the Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the
Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the
Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently
registered under the 1933 Act and qualified under applicable state securities laws, or unless
exemption from 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 time
to time on or before the Expiration Date.




          5.2 Legends. This Warrant and the Shares (and the securities issuable, directly
or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:





THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT
TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM
REGISTRATION.



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THE UNDERLYING 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. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.



          5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares
issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The
Company shall not require Holder to provide an opinion of counsel if the transfer is to Silicon
Valley Bancshares (Holder’s parent company) or any other affiliate of Holder. Additionally, the
Company agrees that an opinion of counsel will not be required if the Company agrees, based on its
good faith business judgment assessment of compliance of the proposed disposition with the
applicable provisions of Rule 144 or Rule 144A, including whether there is no material question as
to the availability of current information as referenced in Rule 144(c), Holder represents that it
has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it
has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of
proposed sale.




          5.4
Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder will
transfer all of this Warrant to Silicon Valley Bancshares, Holder’s parent company, by execution of
an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3
and upon providing Company with written notice, Silicon Valley Bancshares and any subsequent Holder
may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or
the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any
transferee, provided, however, in connection with any such transfer, Silicon Valley Bancshares or
any subsequent Holder will give the Company notice of the portion of the Warrant being transferred
with the name, address and taxpayer identification number of the transferee and Holder will
surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if
applicable). Further, the Company may refuse to transfer this Warrant or the Shares to (i) any
person or entity who is engaged in research and development in the field of plant biotechnology or
plant genomics or any Affiliate of such per son or entity or (ii) to any person or entity who is
not an “accredited investor” within the meaning of Regulation D promulgated under the Act, unless,
in either case, the stock of the Company is publicly traded. It will be a condition of any such
transfer of this Warrant or the Shares that the transferee shall be bound by 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 the Holder, or
vice versa, shall be deemed delivered and effective when given personally or mailed by first-class
registered or certified mail, postage prepaid, at such address as may have been furnished to the
Company or the 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 the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices
to the Holder shall be addressed as follows until the Company receives notice of a change of
address in connection with a transfer or otherwise:




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Silicon Valley Bancshares

Attn: Treasury Department

3003 Tasman Drive, HA 200

Santa Clara, CA 95054

Telephone: 408-654-7400

Facsimile: 408-496-2405




     Notice to the Company shall be addressed as follows until the Holder receives notice of a
change in address:


Ceres, Inc.

3007 Malibu Canyon Road

Malibu, CA 90265

Attn: Chief Financial Officer

Telephone: (310) 317-8900

Facsimile:                                         




          5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.




          5.7 Attorney’s Fees. In the event of any dispute between the parties concerning the
terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to
collect from the other party all costs incurred in such dispute, including reasonable attorney’s
fees.




          5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration
Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as
determined in accordance with Section 1.3 above is greater than the Exercise Price in effect on
such date, then this Warrant shall automatically be deemed on and as of such date to be converted
pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not
previously have been exercised or converted, and the Company shall promptly deliver a certificate
representing the Shares (or such other securities) issued upon such conversion to the Holder.




          5.9 Counterparts. This Warrant may be executed in counterparts, all of which together
shall constitute one and the same agreement.




          5.10 Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its principles regarding conflicts
of law.




	 	 	 	 	 	 	 	 	 

	“COMPANY”	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CERES, INC.	 	CERES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Walter De Logi
	 	By:
	 	/s/ Richard Hamilton	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	WALTER DE LOGI
	 	Name:
	 	RICHARD HAMILTON	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Print)
	 	
	 	(Print)	 	 
	 

	 	 
	 	 	 	 	 	 
	Title: Chairman of the Board	 	Title: Chief Executive Officer	 	 






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	“HOLDER”	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SILICON VALLEY BANK	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Turk	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Mark Turk	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	(Print)	 	 	 	 	 	 
	Title:

	 	Senior Vice President	 	 	 	 	 	 










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APPENDIX 1




NOTICE OF EXERCISE



     1. Holder
elects to purchase
                     shares of the Common/Series
                    
Preferred [strike one] Stock of                 pursuant to the terms of the attached
Warrant, and tenders payment of the purchase price of the shares in full.



          [or]




     1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the
manner specified in the Warrant. This conversion is exercised for                 of
the Shares covered by the Warrant.



     [Strike paragraph that does not apply.]



     2. Please issue a certificate or certificates representing the shares in the name
specified below:


 



Holders Name



 



 



(Address)




     3. By its execution below and for the benefit of the Company, Holder hereby restates each of
the representations and warranties in Article 4 of the Warrant as the date hereof.



	 	 	 	 	 	 	 

	 	 	HOLDER:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	(Date):	 	 	 	 
	 

	 	 	 	 

	 	 






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APPENDIX 2




ASSIGNMENT



     For value received, Silicon Valley Bank hereby sells, assigns and transfers unto



	 	 	 	 	 

	 

	 	Name:
	 	Silicon Valley Bancshares
	 

	 	Address:
	 	3003 Tasman Drive (HA-200)
	 

	 	 	 	Santa Clara, CA 95054
	 
	 	 	 	 
	 

	 	Tax ID:
	 	91-1962278







that certain Warrant to Purchase Stock issued by Ceres, Inc. (the “Company”), on                     
(the “Warrant”) together with all rights, title and interest
therein.



	 	 	 	 	 	 	 

	 	 	SILICON VALLEY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Date:                                         


By its execution below, and for the benefit of the Company, Silicon Valley Bancshares makes each
of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof.




	 	 	 	 	 	 	 

	 	 	SILICON VALLEY BANCSHARES

	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






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ASSIGNMENT



For value received, Silicon Valley Bank hereby sells, assigns and transfers unto:



Name: Silicon Valley Bancshares

Address: 3003 Tasman Drive (HA-200)

Santa Clara, CA 95054



TaxID: 91-1962278



that certain Warrant to Purchase Stock issued by Ceres, Inc.
(the “Company”), on July 30, 2004 (the “Warrant”) together with all
rights, title and interest therein.




	 	 	 	 	 	 	 

	 	 	SILICON VALLEY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark  Turk	 	 
	 

	 	Name:
	 	 

Mark A. Turk
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 





Date: July 30, 2004




By its execution below, and for the benefit of the Company, Silicon Valley Bancshares makes
each of the representations and warranties set forth in Article 4 of the Warrant as of the date
hereof.



	 	 	 	 	 	 	 

	 	 	SILICON VALEY BANCSHARES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paulette Mehas	 	 
	 

	 	Name:
	 	 

Paulette Mehas
	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






AMENDMENT TO WARRANT TO PURCHASE STOCK




     This
Amendment to Warrant to Purchase Stock (“Amendment”) is
entered into as of March 1, 2010
between SVB Financial Group (“Holder”) and Ceres, Inc. (“Company”).



     Reference
is made to that certain Warrant to Purchase Stock (the
“Warrant”) issued by Company
in favor of Silicon Valley Bank having the issue date of
August 16, 2004, as assigned by Silicon
Valley Bank to Holder. Terms defined the Warrant are used herein as therein defined.



     In
connection with the Company entering into a new credit facility with
Silicon Valley Bank, the
parties hereto have agreed to extend the Expiration Date of the
Warrant, and, therefore, accordingly,
it is hereby agreed that the Expiration Date of the Warrant shall be as follows:




“The later to occur of (A) February 29, 2020 or (B) five (5) years after the closing
of the initial public offering of the common stock of Ceres, Inc., a Delaware
corporation (the “IPO”) effected pursuant to a Registration
Statement on Form S-1 (or
its successor) filed under the Securities Act of 1933, as amended (the “Act”).”



     This Amendment and the Warrant sets forth in full all of the representations and agreements
the parties with respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of the Warrant shall
continue in full force and effect and the same are hereby ratified and confirmed. This Amendment is
deemed attached to and made part of the Warrant instrument, which all together shall comprise the
Warrant instrument.



	 	 	 	 	 	 	 	 	 	 	 

	Company:	 	 	 	Holder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ceres, Inc.	 	 	 	SVB Financial Group	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paul Kuc	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Name:

	 	Paul Kuc	 	 	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	By:
	 	/s/ Jack Garza	 	 
	 

	 	 	 	 	 	Title:
	 	 

RELATIONSHIP MANAGER
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ceres, Inc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard Hamilton	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Richard Hamilton	 	 	 	 	 	 	 	 
	Title:

	 	President & Chief
Executive Officer