exv4w5






Exhibit 4.5



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.




WARRANT TO PURCHASE STOCK




	 	 	 

	Company:

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

	 	18,461 *
	 
	 	 
	Class of Stock:

	 	Series F Convertible Preferred Stock**
	 
	 	 
	Warrant Price:

	 	$6.50 per share ***
	 
	 	 
	Issue Date:

	 	March 1, 2010
	 
	 	 
	Expiration Date:

	 	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”).
	 
	 	 
	Credit Facility:

	 	This Warrant is issued in connection with the Equipment
Line referenced in the Loan and Security Agreement
between Company and Silicon Valley Bank of substantially
even date herewith (the “Loan Agreement”).








 




			
	*	 	In the event that the Company issues a series of preferred stock (the “Alternative Stock”)
pursuant to a financing transaction (the “Alternative Stock Financing”) during the period beginning
on the Issue Date and ending on August 31, 2010, inclusive, at a price per share below $6.50, then
Holder shall have the option to exchange this Warrant for a Warrant to purchase the Alternative
Stock containing, in all material respects, the same terms and conditions as set forth in this
Warrant other than for the references to the Alternative Stock Financing as set forth herein (the
“Exchange Warrant”) and the Number of Shares shall thereupon be equal to $120,000 divided by the
purchase price per share in the Alternative Stock Financing (the “Alternative Stock Price”) as
further set forth below (such number of shares being referred to as the “Alternative Stock Number
of Shares”).
	 
	**	 	In the event of an Alternative Stock Financing, and if Holder elects to exchange this Warrant
for an Exchange Warrant, the Class of Stock shall be the Alternative Stock. Company shall provide
to Holder, promptly upon the consummation of any Alternative




 









 







			
	 	 	Stock Financing, written notice thereof together with the Alternative Stock Price and such other
information relating thereto as the Company has provided to the other investors in the Alternative
Stock Financing. Holder agrees to notify Company within 30 days of the receipt of any such notice
of whether it has elected to exchange this Warrant for an Exchange Warrant, which Exchange Warrant
shall be exercisable for the Alternative Stock Number of Shares of the Alternative Stock at an
initial Warrant Price equal to the Alternative Stock Price, in each case subject to further
adjustment as otherwise set forth in this Warrant effective as of the date of the closing of the
Alternative Stock Financing, including, without limitation, subject to adjustment as set forth in
Article 2 hereof. If Company fails to deliver the Exchange Warrant, then this Warrant, as of such
date of the election by Holder, shall thereupon be deemed exercisable for the Alternative Stock
Number of Shares of the Alternative Stock at an initial Warrant Price equal to the Alternative
Stock Price (as defined below), in each case subject to further adjustment as otherwise set forth
in this Warrant effective as of the date of the closing of the Alternative Stock Financing,
including, without limitation, subject to adjustment as set forth in Article 2 hereof.
	 
	***	 	In the event of an Alternative Stock Financing and Holder elects to exchange this Warrant for a
Warrant to purchase the Alternative Stock, then the Warrant Price shall be the Alternative Stock
Price.





     THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon
Valley Bank, together with any registered holder from time to time of this Warrant or any holder of
the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the
number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of 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. 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 on a national
securities exchange or on an automated quotation system 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 on a national
securities exchange or on an automated quotation system 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 on a national securities exchange or on an automated quotation system, 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 on 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, 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 that
is not a True Asset Sale (as defined below) and 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 Holder with written notice of its request relating to the foregoing
(together with such information as the other stockholders and warrant holders receive 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 Holder with written notice of its request relating to the foregoing (together
with such information as the other stockholders and warrant holders receive 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 written request of the Company, Holder agrees that, in the event of a stock for stock
Acquisition of the Company by a publicly traded acquirer, if, on the record date for the
Acquisition, the fair market value of the Shares (or other securities issuable upon exercise of
this Warrant) is equal to or greater than five (5) times the Warrant Price, Company may require
this Warrant to be deemed automatically exercised in accordance with Section 1.2 hereof, and the
Holder shall participate in the Acquisition as a holder of the Shares (or other securities issuable
upon exercise of the Warrant) on the same terms as other holders of the same class of securities of
the Company.



D) Upon the closing of any Acquisition other than those particularly described in subsections (A),
(B) and (C) 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 or entity that owns or controls directly
or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls
or is controlled by or is under common control with such persons or entities, and any director,
managing member or general partner, as applicable each of such person or entity.




     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
September 5, 2007 among the Company and each of the Investors signatory thereto, as the same may be
amended from time to time; and (b) the Fifth Amended and Restated Right of First Refusal and
Co-Sale Agreement dated as of September 5, 2007 among the Company and the each of the signatories
thereto, as the same may be amended from time to time, 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, provided that in each case such agreements 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 Holder.



 









 




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 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. 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 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 this 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 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.



               (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 Company’s capitalization table attached hereto as Schedule 1 is true and
complete, in all material respects, as of the Issue 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 any shares of the
Company’s capital stock (or other securities convertible into such capital stock), other than (i)
pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with
commercial credit arrangements or equipment financings, (iii) in connection with strategic
transactions for purposes other than capital raising or (iv) in connection with the exercise of
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 otherwise 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 (a) and (b) 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. Company will
also provide information requested by Holder reasonably necessary to enable Holder to comply with
Holder’s accounting or reporting requirements.




          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 “piggyback,” registration rights pursuant to and as set forth in the Company’s
Investor Rights Agreement as the same may be amended from time to time, or similar agreement
relating to registration rights. The provisions set forth in the Company’s Investors’ Right
Agreement or similar agreement relating to registration rights 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 Holder.




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



ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. 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 Holder will be acquired for investment for 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 Holder has not been formed for the specific purpose of
acquiring this Warrant or the Shares.




          4.2 Disclosure of Information. 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. 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 Holder or to which
Holder has access.






 









 








          4.3 Investment Experience. Holder understands that the purchase of this Warrant and
its underlying securities involves substantial risk. Holder has experience as an investor in
securities of companies in the development stage and acknowledges that 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 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 Holder to be aware of the
character, business acumen and financial circumstances of such persons.




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




          4.5 The Act. 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
Holder’s investment intent as expressed herein. Holder understands that this Warrant and the
Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently
registered under the 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
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.



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 Silicon Valley Bank (“Bank”) to provide an opinion of counsel if the transfer is to Bank’s
parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of
Bank. Additionally, the Company shall not require an opinion of counsel if (i) Holder represents
that it is not an “affiliate” of the Company as defined in Rule 144(a)(1), (ii) there is no
question as to the availability of current information as required by Rule 144(c), (iii) Holder
represents that it has complied with Rule 144(d) and (e), (iv) the selling broker represents that
it has complied with Rule 144(f), and (v) the Holder provides the Company with a copy of Holder’s
notice of proposed sale, if required under Rule 144(h).




          5.4 Transfer Procedure. After receipt by Bank of the executed Warrant, Bank will
transfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially in
the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company
with written notice, SVB Financial Group 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, SVB Financial Group 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). The Company may refuse to transfer
this Warrant or the Shares to any person or entity who is engaged in research and development in
the field of plant biotechnology or plant genomics or in the seed business or any Affiliate of such
person or entity, 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 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 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
Holder shall be addressed as follows until the Company receives notice of a change of address in
connection with a transfer or otherwise:



SVB Financial Group

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 Holder receives notice of a change in
address:



Ceres, Inc.

Attn: Chief Financial Officer

Cc: Legal Department

1535 Rancho Conejo Blvd.

Thousand Oaks, California 91320

Telephone: 805-376-6500

Facsimile: 805-376-6549




          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 Attorneys’ 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 attorneys’
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 Warrant 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 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.




          5.11 Confidentiality. Holder will keep any information disclosed by Company pursuant
to or in connection with this Warrant confidential based on the terms and conditions of the
confidentiality agreement set forth in the Loan Agreement.




[Signature page follows.]




 









 










	 	 	 	 	 	 	 	 	 

	“COMPANY”	 	 	 	Date:	 	March 9, 2010
	 
	 	 	 	 	 	 	 	 
	CERES, INC.	 	 	 	CERES, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paul Kuc	 	 	 	By:	 	/s/ Richard Hamilton
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Paul Kuc
	 	 	 	Name:
	 	Richard Hamilton
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	 President and Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	“HOLDER”
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SILICON VALLEY BANK

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Jack Garza	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	Jack Garza	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	(Print)	 	 	 	 	 	 
	Title:
	 	Relationship Manager	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

























 









 








SCHEDULE 1




CAPITALIZATION TABLE



[See attached.]







 









 








APPENDIX 1




NOTICE OF EXERCISE



     1. Holder elects to purchase ___________ shares of the Common/Series ______ Preferred [strike
one] Stock of Ceres, Inc. 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):	 	 
	 

	 	 	 	 





 









 





APPENDIX 2




ASSIGNMENT




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





	 	 	 	 	 

	 

	 	Name:
	 	SVB Financial Group
	 

	 	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 March 1,
2010 (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, SVB Financial Group makes each of
the representations and warranties set forth in Article 4 of the Warrant and agrees to all other
provisions of the Warrant as of the date hereof.




	 	 	 	 	 

	 	 	SVB FINANCIAL GROUP
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 




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.




WARRANT TO PURCHASE STOCK




	 	 	 

	Company:

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

	 	24,615 *
	 
	 	 
	Class of Stock:

	 	Series F Convertible Preferred Stock**
	 
	 	 
	Warrant Price:

	 	$6.50 per share ***
	 
	 	 
	Issue Date:

	 	March 1, 2010
	 
	 	 
	Expiration Date:

	 	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”), subject to the Early Termination Provision as
set forth in Section 1.1 below.
	 
	 	 
	Credit Facility:

	 	This Warrant is issued in connection with the Equipment
Line referenced in the Loan and Security Agreement
between Company and Silicon Valley Bank of substantially
even date herewith (the “Loan Agreement”).








 




			
	*	 	In the event that the Company issues a series of preferred stock (the “Alternative Stock”)
pursuant to a financing transaction (the “Alternative Stock Financing”) during the period beginning
on the Issue Date and ending on August 31, 2010, inclusive, at a price per share below $6.50, then
Holder shall have the option to exchange this Warrant for a Warrant to purchase the Alternative
Stock containing, in all material respects, the same terms and conditions as set forth in this
Warrant other than for the references to the Alternative Stock Financing as set forth herein (the
“Exchange Warrant”) and the Number of Shares shall thereupon be equal to $160,000 divided by the
purchase price per share in the Alternative Stock Financing (the “Alternative Stock Price”) as
further set forth below (such number of shares being referred to as the “Alternative Stock Number
of Shares”).
	 
	**	 	In the event of an Alternative Stock Financing, and if Holder elects to exchange this Warrant
for an Exchange Warrant, the Class of Stock shall be the Alternative Stock.




 









 







			
	 	 	Company shall provide to Holder, promptly upon the consummation of any Alternative Stock Financing,
written notice thereof together with the Alternative Stock Price and such other information
relating thereto as the Company has provided to the other investors in the Alternative Stock
Financing. Holder agrees to notify Company within 30 days of the receipt of any such notice of
whether it has elected to exchange this Warrant for an Exchange Warrant, which Exchange Warrant
shall be exercisable for the Alternative Stock Number of Shares of the Alternative Stock at an
initial Warrant Price equal to the Alternative Stock Price, in each case subject to further
adjustment as otherwise set forth in this Warrant effective as of the date of the closing of the
Alternative Stock Financing, including, without limitation, subject to adjustment as set forth in
Article 2 hereof. If Company fails to deliver the Exchange Warrant, then this Warrant, as of such
date of the election by Holder, shall thereupon be deemed exercisable for the Alternative Stock
Number of Shares of the Alternative Stock at an initial Warrant Price equal to the Alternative
Stock Price (as defined below), in each case subject to further adjustment as otherwise set forth
in this Warrant effective as of the date of the closing of the Alternative Stock Financing,
including, without limitation, subject to adjustment as set forth in Article 2 hereof.
	 
	***	 	In the event of an Alternative Stock Financing and Holder elects to exchange this Warrant for a
Warrant to purchase the Alternative Stock, then the Warrant Price shall be the Alternative Stock
Price.







     THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon
Valley Bank, together with any registered holder from time to time of this Warrant or any holder of
the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the
number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of 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; Limitations on Availability 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. Notwithstanding any other
term or provision of this Warrant, this Warrant shall not be exercisable unless and until the
Equipment Advance B Conditions (as defined in the Loan Agreement) are satisfied and if Equipment
Advance B Conditions are not satisfied on or before June 30, 2010, then this Warrant shall be
deemed terminated and of no further force or effect (the “Early Termination Provision”).




          1.2 Conversion Right. 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 on a national
securities exchange or on an automated quotation system 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 on a national securities exchange or on an
automated quotation system 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 on a national
securities exchange or on an automated quotation system, 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 on 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, 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 that
is not a True Asset Sale (as defined below) and 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 Holder with written notice of its request relating to the foregoing (together with such
information as the other stockholders and warrant holders receive 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 Holder with written notice of its request relating to the foregoing (together
with such information as the other stockholders and warrant holders receive 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 written request of the Company, Holder agrees that, in the event of a stock for stock
Acquisition of the Company by a publicly traded acquirer, if, on the record date for the
Acquisition, the fair market value of the Shares (or other securities issuable upon exercise of
this Warrant) is equal to or greater than five (5) times the Warrant Price, Company may require
this Warrant to be deemed automatically exercised in accordance with Section 1.2 hereof, and the
Holder shall participate in the Acquisition as a holder of the Shares (or other securities issuable
upon exercise of the Warrant) on the same terms as other holders of the same class of securities of
the Company.



D) Upon the closing of any Acquisition other than those particularly described in subsections (A),
(B) and (C) 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 or entity that owns or controls directly
or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls
or is controlled by or is under common control with such persons or entities, and any director,
managing member or general partner, as applicable each of such person or entity.




     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
September 5, 2007 among the Company and each of the Investors signatory thereto, as the same may be
amended from time to time; and (b) the Fifth Amended and Restated Right of First Refusal and
Co-Sale Agreement dated as of September 5, 2007 among the Company and the each of the signatories
thereto, as the same may be amended from time to time, 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, provided that in each case such agreements 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 Holder.



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 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. 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
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 this 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 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.



               (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 Company’s capitalization table attached hereto as Schedule 1 is true and
complete, in all material respects, as of the Issue 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 any shares of the
Company’s capital stock (or other securities convertible into such capital stock), other than (i)
pursuant to the Company’s stock option or other






 









 







compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings,
(iii) in connection with strategic transactions for purposes other than capital raising or (iv) in
connection with the exercise of 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 otherwise 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 (a) and (b) 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. Company will also provide information requested
by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting
requirements




          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 “piggyback,” registration rights pursuant to and as set forth in the Company’s
Investor Rights Agreement as the same may be amended from time to time, or similar agreement
relating to registration rights. The provisions set forth in the Company’s Investors’ Right
Agreement or similar agreement relating to registration rights 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 Holder.




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



ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. 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 Holder will be acquired for investment for 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 Holder has not been formed for the specific purpose of
acquiring this Warrant or the Shares.




          4.2 Disclosure of Information. 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. 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 Holder or to which Holder has access.




          4.3 Investment Experience. Holder understands that the purchase of this Warrant and
its underlying securities involves substantial risk. Holder has experience as an investor in
securities of companies in the development stage and acknowledges that 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 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 Holder to be aware of the
character, business acumen and financial circumstances of such persons.




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




          4.5 The Act. 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
Holder’s investment intent as expressed herein. Holder understands that this Warrant and the
Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently
registered under the 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, subject to the Early Termination Provision.




          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
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.



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 Silicon Valley Bank (“Bank”) to provide an opinion of counsel if the transfer is to Bank’s
parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of
Bank. Additionally, the Company shall not require an opinion of counsel if (i) Holder represents
that it is not an “affiliate” of the Company as defined in Rule 144(a)(1), (ii) there is no
question as to the availability of current information as required by Rule 144(c), (iii) Holder
represents that it has complied with Rule 144(d) and (e), (iv) the selling broker represents that
it has complied with Rule 144(f), and (v) the Holder provides the Company with a copy of Holder’s
notice of proposed sale, if required under Rule 144(h).




          5.4 Transfer Procedure. After receipt by Bank of the executed Warrant, Bank will
transfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially in
the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company
with written notice, SVB Financial Group 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, SVB Financial Group 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). The Company may refuse to transfer
this Warrant or the Shares to any person or entity who is engaged in research and development in
the field of plant biotechnology or plant genomics or in the seed business or any Affiliate of such
person or entity, 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 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 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
Holder shall be addressed as follows until the Company receives notice of a change of address in
connection with a transfer or otherwise:



SVB Financial Group




 









 




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 Holder receives notice of a change in
address:



Ceres, Inc.

Attn: Chief Financial Officer

Cc: Legal Department

1535 Rancho Conejo Blvd.

Thousand Oaks, California 91320

Telephone: 805-376-6500

Facsimile: 805-376-6549




          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 Attorneys’ 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 attorneys’
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 Warrant 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 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.




          5.11 Confidentiality. Holder will keep any information disclosed by Company pursuant
to or in connection with this Warrant confidential based on the terms and conditions of the
confidentiality agreement set forth in the Loan Agreement.




[Signature page follows.]




 









 








	 	 	 	 	 	 	 	 	 

	“COMPANY”	 	 	 	Date:	 	March 9, 2010
	 
	 	 	 	 	 	 	 	 
	CERES, INC.	 	 	 	CERES, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paul Kuc	 	 	 	By:	 	/s/ Richard Hamilton
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Paul Kuc
	 	 	 	Name:
	 	Richard Hamilton
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	 President and Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	“HOLDER”
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SILICON VALLEY BANK

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Jack Garza	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	Jack Garza	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	(Print)	 	 	 	 	 	 
	Title:
	 	Relationship Manager	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 










 









 





SCHEDULE 1




CAPITALIZATION TABLE



[See attached.]








 









 








APPENDIX 1




NOTICE OF EXERCISE



     1. Holder elects to purchase ___________ shares of the Common/Series ______ Preferred [strike
one] Stock of Ceres, Inc. 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):	 	 
	 

	 	 	 	 










 









 








APPENDIX 2




ASSIGNMENT




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





	 	 	 	 	 

	 

	 	Name:
	 	SVB Financial Group
	 

	 	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 March 1,
2010 (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, SVB Financial Group makes each of
the representations and warranties set forth in Article 4 of the Warrant and agrees to all other
provisions of the Warrant as of the date hereof.




	 	 	 	 	 

	 	 	SVB FINANCIAL GROUP
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title: