exv10w33






Exhibit 10.33




CONVERTIBLE NOTE PURCHASE AGREEMENT




          THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of August 1,
2011 (the “Effective Date”), by and among Ceres, Inc., a Delaware corporation (the
“Company”), and the investors listed on Exhibit A attached to this Agreement (each,
an “Initial Investor” and together, the “Initial Investors”).




          THE PARTIES HEREBY AGREE AS FOLLOWS:




     1. Purchase and Sale of Convertible Notes.



          1.1 Sale and Issuance of Convertible Notes. Subject to the terms and conditions of
this Agreement, each Investor (as defined herein), severally and not jointly, agrees to purchase at
the Closing (as defined herein) and the Company agrees to sell and issue to each Investor at the
Closing, a convertible promissory note (each, a “Convertible Note”) with a principal amount
equal to the principal amount set forth opposite such Investor’s name on Exhibit A, at a
purchase price equal to $1,000 per $1,000 principal amount of Convertible Notes (the “Purchase
Price”). Each Convertible Note shall be in substantially the form set forth in Exhibit
B. The Convertible Notes shall automatically convert, subject to the terms and conditions set
forth therein, upon the consummation of a sale of the Company’s common stock, par value $.01 per
share (the “Common Stock”) in a bona fide, firm commitment underwriting pursuant to an
effective registration statement under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the “Securities Act”), covering the offer and sale of
Common Stock on either the New York Stock Exchange or the Nasdaq Global Market resulting on the
date of closing of such offering in aggregate proceeds to the Company and any selling security
holders of an amount not less than $40,000,000 (a “Qualified Initial Public Offering”)
into shares of Common Stock at a conversion price per share equal to the price per share to the
public as set forth on the cover of the Company’s final prospectus related to the Qualified Initial
Public Offering (the “Public Offering Price”) minus a 20% discount from the Public Offering
Price. In the event that the Company does not consummate a Qualified Initial Public Offering on or
prior to the six month anniversary of the issuance date of the Convertible Notes (the “Issuance
Date”), (i) the Convertible Notes shall automatically convert on such date, subject to the
terms and conditions set forth therein, into shares of Series G Convertible Preferred Stock of the
Company, par value $0.01 per share (the “Series G Preferred Stock”), at a conversion price
per share equal to $6.50 and (ii) such holder shall receive such number of warrants exercisable for
that number of shares of Common Stock equal to the number of shares of Series G Preferred Stock
into which such holder’s Convertible Notes convert, with an exercise price of $6.50 per share
(subject to adjustment), substantially in the form set forth in Exhibit C (the
“Warrants”).




          1.2 Closing. The initial purchase and sale of the Convertible Notes contemplated in
Section 1.1 shall take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New
York, New York 10022 on or before August 1, 2011 at 10:00 AM Pacific time, or at such other time
and place as the Company and the Initial Investors mutually agree upon in writing, provided
that such writing may take the form of an email communication (which time and place are
designated as the “Initial Closing”). In the event there is more than one closing, the
term “Closing” shall apply to each such closing unless otherwise specified. At





 









 







each Closing, the Company shall deliver to each Investor the Convertible Notes being purchased
by such Investor against payment of the Purchase Price for such Convertible Notes. The Purchase
Price shall be payable in immediately available funds by wire transfer to a bank account designated
by the Company.




          1.3 Sale of Additional Convertible Notes. After the Initial Closing, the Company may
sell, on the same terms and conditions as those contained in this Agreement, up to $5.0 million
aggregate principal amount of Convertible Notes (the “Additional Convertible Notes”), to
one or more purchasers (the “Additional Investors”, together with the Initial Investors,
the “Investors”), provided that such subsequent sale is consummated prior to 30 days after
the Initial Closing. Exhibit A to this Agreement shall be updated to reflect the number of
Additional Convertible Notes purchased at each such Closing and the parties purchasing such
Additional Convertible Notes. The Convertible Notes, the Additional Convertible Notes and the
Common Stock or Series G Preferred Stock issuable upon conversion thereof, the Common Stock
issuable upon conversion of the Series G Preferred Stock and any Warrants to be issued to any
Investor and the Common Stock issuable upon exercise thereof are collectively referred to herein as
the “Securities”.




     2. Representations and Warranties of the Investors. Each Investor hereby represents
and warrants to the Company, severally and not jointly, as follows:



          2.1 Authorization.





     (a) Each Investor has full corporate or trust (as the case may be) power and authority
to enter into this Agreement, and the execution, delivery and performance by each Investor
of this Agreement and the transactions contemplated hereby, has been duly authorized by all
necessary corporate or trust action of each Investor, and this Agreement constitutes its
valid and legally binding obligation, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity).




     (b) To the extent not otherwise a party to the Shareholder Agreements (as defined
below), each Investor has full corporate or trust (as the case may be) power and authority
to enter into that certain Amended and Restated Investors’ Rights Agreement, dated June 25,
2010, as amended from time to time (the “Investors’ Rights Agreement”), that certain
Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated June 25,
2010, as amended from time to time (the “Right of First Refusal and Co-Sale
Agreement”), and that certain Amended and Restated Voting Agreement, dated June 25,
2010, as amended from time to time (the “Voting Agreement”) (collectively, the
“Shareholder Agreements”), and the execution, delivery and performance by each
Investor of the Shareholder Agreements and the transactions contemplated thereby, has been
duly authorized by all necessary corporate or trust action of each Investor, and each of the
Shareholder Agreements constitute its valid and legally binding obligation, enforceable in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer,



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moratorium or similar laws affecting the enforcement of creditors’ rights generally and
by general principles of equity relating to enforceability (regardless of whether considered
in a proceeding at law or in equity).



          2.2 Purchase Entirely for Own Account. This Agreement is made with each Investor in
reliance upon such Investor’s representation to the Company, which, by each Investor’s execution of
this Agreement, such Investor hereby confirms, that the Securities will be acquired for investment
for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, unless they are registered with the Securities and Exchange
Commission (“SEC”) and qualified by state authorities, or an exemption from such
registration and qualification requirements is available, and that such Investor has no present
intention of selling, granting any participation in, or otherwise distributing the same. By
executing this Agreement, each Investor further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant participations to
such person or to any third person, with respect to any of the Securities. The Investor has not
been formed for the specific purpose of acquiring the Convertible Notes.




          2.3 Disclosure of Information. Each Investor believes it has received all the
information it considers necessary or appropriate for deciding whether to purchase the Securities.
Each Investor further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of this offering of Convertible Notes
and the business, properties, prospects and financial condition of the Company; provided,
however, such opportunity to ask questions and receive answers from the Company shall not
affect or limit in any manner each Investor’s right to indemnification, payment of damages or other
remedy based upon any of the Company’s representations, warranties, covenants and obligations
contained in this Agreement.




          2.4 Investment Experience. Each Investor acknowledges that it is able to bear the
economic risk of its investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment in the Securities
and of protecting its interest in connection with this Agreement, the Convertible Notes, the
Warrants and the Shareholder Agreements.




          2.5 Accredited Investor. Each Investor is an “accredited investor” within the meaning
of SEC Rule 501 of Regulation D, as presently in effect.




          2.6 Restricted Securities. Each Investor understands that the Securities it is
purchasing have not been registered under the Securities Act and are characterized as “restricted
securities” under the Securities Act inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and applicable regulations
such securities may be resold or transferred without registration under the Securities Act, only in
certain limited circumstances.




          2.7 No Public Market. Each Investor understands that no public market now exists for
the Securities, and that the Company has made no assurances that a public market will ever exist
for the Securities.







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          2.8 No General Solicitation. Neither the Investor, nor any of its officers,
directors, employees, agents, stockholders, partners or trustees has either directly or indirectly,
including through a broker or finder (a) engaged in any general solicitation, or (b) published any
advertisement in connection with the offer and sale of the Securities.




          2.9 Residence. If the Investor is an individual, then the Investor resides in the
state or province identified in the address of the Investor set forth on Exhibit A; if the
Investor is a partnership, corporation, limited liability company or other entity, then the office
or offices of the Investor in which its principal place of business is identified in the address or
addresses of the Investor set forth on Exhibit A.




          2.10 Restrictive Legends. It is understood that the certificates evidencing the
Securities may bear one or all of the following legends:





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




     (ii) “THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT
TO THE TERMS AND CONDITIONS OF A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG
THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF PREFERRED AND COMMON STOCK OF THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY
OF THE CORPORATION.”




     (iii) “THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE
TERMS OF AN INVESTORS’ RIGHTS AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF
THE SECURITIES (OR, IN CERTAIN INSTANCES, THE PREDECESSOR IN INTEREST TO THE SECURITIES).
COPIES



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OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”




     (iv) “THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT
TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT BY AND AMONG THE STOCKHOLDER, THE
CORPORATION AND CERTAIN HOLDERS OF PREFERRED AND COMMON STOCK OF THE CORPORATION. COPIES OF
SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”




     (v) “THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK AND MORE THAN
ONE SERIES OF ITS CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”




     (vi) Any legend required by the laws of the State of California, including any legend
required by the California Department of Corporations and Sections 417 and 418 of the
California Corporations Code.




     (vii) Any legend required by the “blue sky” laws of any state in which the Securities
may be offered for sale.



     3. Representations and Warranties of the Company. The phrase “knowledge of the
Company,” as used in this Article Three, shall mean the knowledge of any executive officer of the
Company. The Company hereby represents and warrants to each Investor as of the Initial Closing as
follows:



          3.1 Corporate Existence and Power. The Company (a) is a corporation duly
incorporated, validly existing and in good standing under the laws of the State of Delaware; (b)
has all requisite power and authority to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently, or is currently proposed
to be, engaged; (c) has the corporate power and authority to execute and deliver this Agreement,
the Convertible Notes, the Warrants and the Shareholder Agreements; and (d) has the corporate power
and authority to perform its obligations under the this Agreement, the Convertible Notes, the
Warrants and the Shareholder Agreements. The Company is qualified to do business in each state and
each foreign jurisdiction in which the nature of the Company’s business makes such qualification
necessary, except where failure to so qualify would not have a material adverse effect on the
business, properties, assets, operations, results of operations, or condition (financial or
otherwise) of the Company and its subsidiary, taken as a whole, or on the transactions contemplated
hereby or on the Shareholder Agreements, or on the authority or ability of the Company to perform
its obligations hereunder (a “Material Adverse Effect”). No jurisdiction has claimed, in
writing, that the Company or any subsidiary thereof is required to qualify as a






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foreign corporation therein, and the Company does not file any franchise, income or other tax
returns in any jurisdiction other than California and Texas based upon the ownership or use of
property therein or the derivation of income therefrom. Ceres Sementes do Brasil Ltda. (“Ceres
Brazil”), the Company’s only subsidiary, (x) is a company duly organized and validly existing
under the laws of Brazil and (y) has all requisite power and authority to own and operate its
property, to lease the property it operates as lessee and to conduct the business in which it is
currently, or is currently proposed to be, engaged.




          3.2 Authorization; No Contravention. The execution, delivery and performance by the
Company of this Agreement, the Convertible Notes, the Warrants and each of the Shareholder
Agreements and the transactions contemplated hereby and thereby, including, without limitation, the
sale, issuance and delivery of the Convertible Notes, (a) have been, or on the Closing will be,
duly authorized by all necessary corporate action of the Company; (b) do not, or will not on the
Closing, contravene the terms of the Restated Certificate of Incorporation as proposed to be
amended (a copy of which is attached as Exhibit D) or the By-laws, or any amendment
thereof, (c) do not violate, conflict with or result in any breach or contravention of any material
contractual obligation of the Company or Ceres Brazil in any material respect, (d) except as would
not result in a Material Adverse Effect, do not violate any law applicable to the Company, and (e)
do not violate any judgment, injunction, writ, award, decree or order of any nature of any
governmental agency against, or binding upon, the Company. Upon issuance following the conversion
of the Convertible Notes, the Common Stock or Series G Preferred Stock issuable upon conversion
thereof, and the Common Stock issuable upon conversion of the Series G Preferred Stock (and upon
exercise of the Warrant issued in connection therewith, if any) will be validly issued, fully paid
and nonassessable and free from all preemptive or similar rights (except such as have been duly
waived), with the holders being entitled to all rights accorded to a holder of Common Stock or
Series G Preferred Stock under the Restated Certificate of Incorporation of the Company.




          3.3 Government Authorization; Third Party Consents. No approval, consent, compliance,
exemption, authorization or other action by, or notice to, or filing with, any governmental agency
or other person and no lapse of a waiting period is necessary or required in connection with the
execution, delivery or performance (including, without limitation, the sale, issuance and delivery
of the Convertible Notes and Warrants) by, or enforcement against, the Company of this Agreement,
the Convertible Notes, the Warrants and the Shareholder Agreements or the transactions contemplated
hereby and thereby, except for any filings pursuant to Regulation D, state “blue sky” laws and the
filing of the amendment to the Company’s Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware which will have been filed as of the Initial Closing.




          3.4 Binding Effect. (i) This Agreement and the Convertible Notes and each of the
Shareholder Agreements have been duly executed and delivered by the Company, and constitute the
legal, valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity relating to
enforceability (regardless of whether considered in a proceeding at law or in equity) and (ii) the
Warrants, if issued, will have been duly executed and delivered by the Company, and






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will constitute the legal, valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general principles of equity
relating to enforceability (regardless of whether considered in a proceeding at law or in equity).




          3.5 Litigation. There are no actions, suits, proceedings, claims, complaints,
disputes, arbitrations or investigations pending or, to the knowledge of the Company, threatened,
at law, in equity, in arbitration or before any governmental agency against the Company or Ceres
Brazil which would, if adversely determined, have a Material Adverse Effect on the Company or have
a Material Adverse Effect on the ability of the Company to perform its obligations under this
Agreement, the Convertible Notes, the Warrants or the Shareholder Agreements. No order has been
issued by any court or other governmental agency against the Company purporting to enjoin or
restrain the execution, delivery or performance of this Agreement, the Convertible Notes, the
Warrants or the Shareholder Agreements.




          3.6 Compliance with Laws.





     (a) Each of the Company and Ceres Brazil is in compliance with (i) all requirements of
law including laws regarding the importation and exportation of transgenic plants and seeds
and the U.S. Foreign Corrupt Practices Act of 1977, as amended, to the extent currently
applicable to the Company’s or Ceres Brazil’s business, and (ii) all rules and regulations
applicable to the Company’s and or Ceres Brazil’s current business promulgated by any state
or federal agency exercising jurisdiction with respect to transgenic plants and seeds,
including without limitation the United States Department of Agriculture, the United States
Environmental Protection Agency, and the United States Food and Drug Administration, except
to the extent that the failure to comply with such requirements in (i) and (ii) above would
not have a Material Adverse Effect on the Company.




     (b) Each of the Company and Ceres Brazil is in compliance with all orders issued by any
court or governmental agency against it or with respect to its business or related
operations, except to the extent that the failure to comply with such orders would not have
a Material Adverse Effect on the Company.




     (c) (i) Each of the Company and Ceres Brazil has all licenses, permits, orders and
approvals of any governmental agency (collectively, “Permits”) that are necessary
for its business as currently conducted; (ii) such Permits are in full force and effect;
(iii) no violations are or have been recorded in respect of any Permit; except in each case
to the extent that the failure to have such Permits, the failure of any Permit to be in full
force and effect or the violation of any such Permit would not have a Material Adverse
Effect on the Company.




     (d) To the knowledge of the Company, no material expenditure is presently required by
the Company or Ceres Brazil to comply with any existing requirement of law, currently
applicable to the Company, or order of any government agency.



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     (e) To the knowledge of the Company, the property, assets and operations owned or
leased by the Company or Ceres Brazil comply with all applicable environmental laws, while
so owned or leased except to the extent that any failure to comply would not have a Material
Adverse Effect on the Company.



          3.7 Capitalization.





     (a) Schedule 3.7 sets forth the authorized, outstanding and treasury capital stock of
the Company as of May 31, 2011 detailed by class and series, and all outstanding options and
warrants to acquire capital stock of the Company, and in the case of options and warrants,
setting forth the applicable exercise price as of May 31, 2011 with respect thereto, and in
the case of preferred stock, setting forth the applicable conversion price as of May 31,
2011 for each series of preferred stock of the Company. Except as set forth on Schedule 3.7
and except for the Convertible Notes issued at the Initial Closing and the Securities
issuable upon conversion thereof, there are no shares of any equity security of the Company
issued, reserved for issuance or outstanding and no outstanding options, warrants,
convertible or exchangeable securities, subscriptions, rights (including any preemptive
rights), stock appreciation rights, calls or commitments of any character whatsoever to
which the Company is a party or may be bound requiring the issuance or sale of shares of any
capital stock of such the Company, and there are no contracts or other agreements by which
the Company is or may become bound to issue additional shares of capital stock or any
options, warrants, convertible or exchangeable securities, subscriptions, rights (including
any preemptive rights), stock appreciation rights, calls or commitments of any character
whatsoever relating to such shares. Except as set forth in Schedule 3.7 and other than the
Voting Agreement, there are no voting trusts, proxies or other agreements to which the
Company is a party that relate to voting of shares of the Company’s capital stock.




     (b) All of the issued and outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable.



          3.8 No Default or Breach; Contractual Obligations. The Company or Ceres Brazil has
not received notice of, and is not in default under, or with respect to, any contractual
obligation, which, individually or together with all such defaults, would have: (i) a Material
Adverse Effect on the Company or (ii) a material adverse effect on the ability of the Company to
perform its obligations under this Agreement, the Convertible Notes, the Warrants or the
Shareholder Agreements.




          3.9 Consolidated Financial Statements. The Company has made available to each
Investor its consolidated financial statements (balance sheet and statements of operations, cash
flows and stockholders’ equity, together with the notes thereto) for the nine months ended May 31,
2011 (unaudited) (the “Interim Financial Statements”), the fiscal year ended August 31,
2010 (audited) (the “2010 Year-End Financial Statements”), the eight months ended August
31, 2009 (audited) (the “2009 Year-End Financial Statements”) and the fiscal year ended
December 31, 2008 (audited) (the “2008 Year-End Financial Statements” and together with the
2009 Year-End Financial Statements and the 2010 Year-End Financial Statements, the “Year-End
Financial Statements” and, together with the Interim Financial Statements, the “Financial







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Statements”). The Financial Statements are complete and correct in all material respects and have been
prepared in accordance with generally accepted accounting principles in the United States
(“GAAP”) applied on a consistent basis throughout the periods indicated, except that the
Interim Financial Statements do not contain footnotes or typical year-end adjustments. The
Financial Statements fairly present the financial position, operating results and cash flows of the
Company as of the respective dates and for the respective periods indicated, subject in the case of
the Interim Financial Statements to normal year-end audit adjustments.




          3.10 Taxes. (a) (i) The Company has paid all federal, state, county, local, foreign
and other taxes, including, without limitation, income taxes, estimated taxes, excise taxes, sales
taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes,
property taxes and import duties, whether or not measured in whole or in part by net income
(hereinafter, “Taxes” or, individually, a “Tax”), which have come due and are
required to be paid by it through the date hereof, and all deficiencies or other additions to Tax,
interest and penalties owed by it in connection with any such Taxes, and has timely paid any Taxes
including additions, interest and penalties, required to be paid by it on or before such date,
except as are currently being contested in good faith and where the failure to pay any such Tax or
amounts owed in connection with any such Tax would not result in a Material Adverse Effect; (ii)
the Company has timely filed returns or extensions for Taxes that it is required to file on and
through the date hereof, except where the failure to file any return or extension would not result
in a Material Adverse Effect.




          (b) On the due date thereof, all stock transfer or other taxes (other than income or similar
taxes) which are required to be paid (i) in connection with the sale and transfer of the Securities
to be sold to each Investor hereunder and (ii) upon the issuance of any Series G Preferred Stock or
Common Stock upon a conversion of the Convertible Notes or the Series G Preferred Stock, in each
case, will be, or will have been, fully paid or provided for by the Company, and all laws imposing
such taxes will be or will have been fully complied with.




          3.11 No Material Adverse Change: Ordinary Course of Business. Since May 31, 2011,
there has not been any material adverse change in the condition (financial or otherwise), or in the
business affairs or business prospects, of the Company or Ceres Brazil. Neither the Company nor
Ceres Brazil is a party to any transaction other than transactions in the ordinary course of
business, including, without limitation, declaring or paying any dividend or declaring or making
any distribution to its stockholders and, except as set forth in the agreements listed on the
Schedules hereto and the filing of a registration statement on Form S-1 with the SEC on May 23,
2011 (the “Form S-1”) related to the Company’s initial public offering, has not since May
31, 2011 engaged or committed to engage in a material transaction outside of the ordinary course of
business.




          3.12 Private Offering. No form of general solicitation or general advertising was
used by the Company or its representatives in connection with the offer or sale of the Securities.
The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the
Securities so as to require the registration of any of the Securities pursuant to the provisions of
the Securities Act or any state securities or “blue sky” laws.







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          3.13 Title to Assets. The Company owns and has good, valid and marketable title to
all of its properties and assets used in its business and reflected as owned on the Financial
Statements or so described in any Schedule hereto (collectively, the “Assets”), except
where the failure to own or have such title would not have a Material Adverse Effect, in each case
free and clear of all liens, except for (a) liens described on the notes to the Financial
Statements, (b) liens on Assets not material to the Company’s business and (c) liens specifically
described on Schedule 3.13 hereto.




          3.14 Liabilities. Except as set forth in Schedule 3.14, neither the Company nor Ceres
Brazil has any existing obligation or existing liability (“Liabilities”) other than (i)
Liabilities fully and adequately reflected or reserved against on the Interim Financial Statements,
(ii) Liabilities incurred since May 31, 2011 in the ordinary course of business, and (iii)
Liabilities that would not exceed three million dollars ($3,000,000). The Company has no knowledge
of any circumstance, condition, event or arrangement that may hereafter give rise to any
Liabilities of the Company or Ceres Brazil except in the ordinary course of business.




          3.15 Intellectual Property.





     (a) As used in this Agreement, the term “Intellectual Property” means: (i) all
inventions (whether patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications, and patent disclosures, together
with all reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof in any country; (ii) all trademarks, service marks, trade dress,
logos, trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith in any country; (iii)
all copyrightable works, all copyrights, and all applications, registrations, and renewals
in connection therewith in any country; (iv) all trade secrets and confidential business
information (including ideas, research and development, know-how, formulas, data, designs,
drawings and specifications) and (v) all other intellectual property rights (including all
intellectual property rights acquired through license agreements or similar arrangements
with third parties, other than licenses to commercially available software).




     (b) Schedule 3.15(b) contains a complete and accurate list of all agreements, licenses,
sublicenses, permissions or other arrangements relating to Intellectual Property to which
the Company is a party or by which the Company is bound and that are material to the
Company’s business as currently conducted or currently contemplated to be conducted. There
are no outstanding and, to the knowledge of the Company, no material threatened disputes or
disagreements with respect to any such agreement. To the knowledge of the Company, the
Company or Ceres Brazil is not in material breach of, and has complied in all material
respects with all terms of, any license agreement to which it is a party that covers
technology necessary to conduct the Company’s and Ceres Brazil’s business in the manner in
which it is currently conducted and in the manner in which it is currently contemplated to
be conducted, except to the extent that such breach or non-compliance would not have a
Material Adverse Effect.



10









 






     (c) To the knowledge of the Company, the Company and Ceres Brazil own or have the right
to use pursuant to license, sublicense, agreement or other permission all Intellectual
Property necessary for the operation of its business as currently conducted, except where
the failure to do so would not have a Material Adverse Effect. The Company or Ceres Brazil
has taken all reasonable actions to maintain and protect all of its Intellectual Property
that it owns or uses, except to the extent where the failure to take any such action has not
had and is not reasonably expected to have a Material Adverse Effect.




     (d) Neither the Company nor Ceres Brazil has received any written communications
alleging that the Company or Ceres Brazil has infringed or, by conducting its business as
currently contemplated to be conducted, would infringe any of the Intellectual Property of
any other person or entity.




     (e) To the knowledge of the Company, neither the Company nor Ceres Brazil has infringed
or, by conducting its business as currently conducted and as currently contemplated to be
conducted, would infringe any valid patents issued as of the date hereof of any other person
or entity, except to the extent that such infringement would not have a Material Adverse
Effect.




     (f) Neither the Company nor Ceres Brazil has been notified of any inventorship
challenges or any interference having been declared or provoked with respect to the patents
and patent applications included within the Intellectual Property.




     (g) To the Company’s knowledge, no third party has infringed or misappropriated, and no
third party is currently infringing or misappropriating any issued patent owned by the
Company or Ceres Brazil.



          3.16 Severance Arrangements. Except as set forth on Schedule 3.16 and except as may
be required by applicable law, neither the Company nor Ceres Brazil has entered into any severance
or similar arrangement in respect of any present or former members of the Company’s or Ceres
Brazil’s senior management that will result in any obligation (absolute or contingent) of the
Company or Ceres Brazil to make any payment to any present or former members of the Company’s or
Ceres Brazil’s senior management following termination of employment.




          3.17 Employee Matters. Except as set forth on Schedule 3.17 and except as may be
required by applicable law, neither the Company nor Ceres Brazil is a party to any employment
agreement (other than “at will” employment relationships) or collective bargaining agreement. The
Company or Ceres Brazil does not sponsor, maintain, contribute to, and is not obligated to
contribute to, any material employee benefit plan or arrangement other than those described in
Schedule 3.17 and except as may be required by applicable law. The Company and Ceres Brazil are in
compliance with all federal, state, local and foreign laws and regulations respecting labor,
employment and employment practices and benefits, terms and conditions of employment and wages and
hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. No executive officer of the Company
or Ceres Brazil has notified the Company or Ceres Brazil that such officer intends to leave or
otherwise terminate such officer’s employment with the






11









 







Company or Ceres Brazil. To the Company’s knowledge, no executive officer of the Company or
Ceres Brazil is in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or any other contract
or agreement or any restrictive covenant, with any person other than the Company or Ceres Brazil,
and the continued employment of each such executive officer does not subject the Company or Ceres
Brazil to any liability with respect to any of the foregoing matters.




          3.18 Material Contracts. Except for those agreements referenced on Schedule 3.15(b),
Schedule 3.16, Schedule 3.17 or Schedule 3.18, neither the Company nor Ceres Brazil is a party to a
contract or other agreement (i) the loss or cancellation of which, or default by the Company, Ceres
Brazil or the other parties thereto, would reasonably be expected to have a Material Adverse
Effect, (ii) which imposes on the Company or Ceres Brazil material future payments or other
obligations, (iii) which limits the Company’s right to pursue any business in any geographical area
in any material respect or (iv) which is with a director or an executive officer (in each case
other than ordinary compensation matters and agreements related to the Company’s securities) or
with a stockholder or affiliate of the Company (other than agreements related to the Company’s
securities).




          3.19 Insurance. Each of the Company and Ceres Brazil is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as management
of the Company and Ceres Brazil believes to be prudent and customary in the businesses in which
they are engaged. Neither the Company nor Ceres Brazil has any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers at a cost that would not have a Material Adverse Effect.




          3.20 No Registration. Neither the Company, nor Ceres Brazil, or any person acting on
its behalf, has, directly or indirectly, made any offers or sales of any security or solicited any
offers to buy any security, under circumstances that would require registration of any of the
Securities under the Securities Act.




          3.21 Investment Company Status. The Company is not, and after giving effect to the
offering and sale of the Securities, would not be required to register as an “investment company,”
as such term is defined in the Investment Company Act of 1940, as amended.




          3.22 Going Concern of Company. On the Closing, after giving effect to the offering
and sale of the Convertible Notes, (i) the consolidated fair value of the assets of the Company and
Ceres Brazil on a going concern basis will exceed the sum of its stated liabilities and identified
contingent liabilities as set forth in the Interim Financial Statements; and (ii) the Company and
Ceres Brazil, on a consolidated basis, will not be unable to pay its debts (contingent or
otherwise) as they mature or otherwise insolvent. In computing the amount of such contingent
liabilities at any time, such liabilities will be computed at the amount that, in the light of all
the facts and circumstances existing at such time, represent the amount that can reasonably be
expected to become an actual or matured liability.




          3.23 Foreign Corrupt Practices. Neither the Company nor any of its subsidiaries, nor
any director or officer, and to the knowledge of the Company, any employee,






12









 







nor any individual or entity acting on behalf of the Company or its subsidiaries has taken any
action on behalf of or for the benefit of the Company or its subsidiaries in furtherance of an
offer, payment, promise to pay, or authorization or approval of the payment or giving of money,
property, gifts or anything else of value, directly or indirectly, to any government official
(including any officer or employee of a government or government-owned or controlled entity or of a
public international organization, or any person acting in an official capacity for or on behalf of
any of the foregoing, or any political party or party official or candidate for political office)
to influence official action or secure an improper advantage to assist in obtaining or retaining
business for the Company or its subsidiaries.




          3.24 OFAC Requirements. Neither the Company nor, to the Company’s knowledge, Ceres
Brazil, or any person acting on their behalf in connection with this Agreement, has engaged
directly or indirectly in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or violates the requirements or prohibitions set forth in any Anti-Terrorism Law.
Neither the Company nor, to the Company’s knowledge, Ceres Brazil (i) has assets in a country
subject to a sanctions program identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/programs/ or as otherwise published from time to time
(“Sanctioned Countries”), (ii) is a person named on the list of Specially Designated
Nationals or Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to
time, or (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by
a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC (“Sanctioned Person”), or (iii) derives any of its
operating income from investments in, or transactions with Sanctioned Persons or Sanctioned
Countries. No part of the proceeds of any Convertible Note will be used or have been used to fund
any operations in, finance any investments or activities in or make any payments to, a Sanctioned
Person or a Sanctioned Country.




          3.25 Title Property. The Company and Ceres Brazil have good and marketable title in
fee simple to all real property and good and marketable title to all personal property (excluding
any Intellectual Property which is addressed in Section 3.15 of this Agreement) owned by them which
is material to the business of the Company on a consolidated basis, in each case free and clear of
all liens, encumbrances and defects except such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be made of such property by the
Company and Ceres Brazil. Any real property and facilities held under lease by the Company or
Ceres Brazil are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made or proposed to be made of such property
and buildings by the Company and Ceres Brazil.




          3.26 Environmental Laws. The Company and Ceres Brazil (i) are in compliance with any
and all Environmental Laws (as defined below), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and conditions of any such permit, license or
approval. There are no claims pending, or, to the knowledge of the Company, potential claims
threatened against the Company or Ceres Brazil, arising under Environmental Laws (including any
potential claims by any governmental agency or third-parties for clean-up of properties). As used
in this Agreement, “Environmental Laws” means all






13









 







federal, state, local or foreign laws relating to pollution or protection of human health or
the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.




          3.27 Independent Accountants. KPMG LLP, who have expressed their opinion with respect
to the consolidated financial statements of the Company included in the Form S-1 is an independent
registered public accounting firm as required by the Securities Act.




          3.28 Disclosure. No representation or warranty of the Company contained in this
Agreement, and no information in any Schedule to this Agreement contains any untrue statement of a
material fact or omits any material fact necessary, in light of the circumstances under which it
was made, to make the information contained therein not misleading.




     4. Additional Agreements.



          4.1 Further Limitations on Disposition. Without in any way limiting the
representations made by each Investor in Section 2, each Investor further agrees not to make any
disposition of all or any portion of the Securities unless and until:





     (a) (i) Each Investor shall have notified the Company of the proposed disposition, (ii)
such Investor shall have complied with the terms of the Right of First Refusal and Co-Sale
Agreement to the extent applicable and (iii) the transferee shall have agreed in writing for
the benefit of the Company to provide the representations and warranties in Section 2 hereof
and be bound by the Investors’ Rights Agreement and the Right of First Refusal and Co-Sale
Agreement to the extent applicable and (iv) if reasonably requested by the Company, each
Investor shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company that the proposed disposition will not require registration of
any Securities under the Securities Act; or




     (b) There is then in effect a Registration Statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with such Registration
Statement.




     (c) The Company shall not be required (i) to transfer on the Company’s books
any Securities which have been transferred or sold without the representations and
warranties in Section 2 hereof being made by the transferee or in violation of the
provisions of this Section 4, or (ii) to treat as the owner of the shares, or otherwise to
accord voting or dividend rights to, any transferee to whom the Securities have been
transferred in contravention of this Agreement.



          4.2 Financial Information.







14









 









     (a) For so long as an Investor shall hold at least $2,500,000 principal amount of
Convertible Notes or 384,615 shares of Series G Preferred Stock, as the case may be, as soon
as practicable after the end of each fiscal year of the Company, and in any event within one
hundred eighty (180) days thereafter, the Company will furnish to such Investor upon such
Investor’s written request, a consolidated balance sheet of the Company, as at the end of
such fiscal year, and a consolidated statement of income and a consolidated statement of
cash flows of the Company, for such year, all prepared in accordance with GAAP consistently
applied and setting forth in each case in comparative form the figures for the previous
fiscal year. Such financial statements shall be accompanied by a report and opinion thereon
by an independent registered public accounting firm selected by the Company’s Board of
Directors.




     (b) For so long as an Investor shall hold at least $2,500,000 principal amount of
Convertible Notes or 384,615 shares of Series G Preferred Stock, as the case may be, as soon
as practicable after the end of the first, second and third quarterly accounting periods in
each fiscal year of the Company, and in any event within forty-five (45) days thereafter,
the Company will furnish to such Investor upon such Investor’s written request a
consolidated balance sheet of the Company as of the end of each such quarterly period, and a
consolidated statement of income and a consolidated statement of cash flows of the Company
for such period and for the current fiscal year to date, prepared in accordance with GAAP
consistently applied, with the exception that no notes need be attached to such statements
and year-end audit adjustments may not have been made.




     (c) The Company shall not be obligated to furnish any such information set forth in
Section 4.2(a) and 4.2(b) hereof if the Company has filed or furnished such information with
the SEC.



          4.3 Notification. Between the Effective Date and the Closing, the Company and each
Investor will promptly notify the other party in writing if such notifying party becomes aware of
any fact or condition that causes or constitutes a breach of any of such notifying party’s
representations and warranties contained herein. Should any fact or condition require any change
in any of the Disclosure Schedules if any such Disclosure Schedule were dated the date of the
occurrence or discovery of any such fact or condition, the notifying party will promptly deliver to
the other party a supplement to any such Disclosure Schedule specifying such change.




     5. Corporate Securities Law. This offering is made in reliance on Rule 506 of
Regulation D, promulgated under Section 4(2) of the Securities Act. The Securities are “covered
securities” as defined in Section 18 of the Securities Act, and therefore the Securities are exempt
from the registration or qualification requirements under any state securities law.
Notwithstanding, the Company agrees to file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof to each Investor promptly after such filing;
provided that, that the Company shall not be required to provide a copy of the Form
D if the Form D is filed with the SEC through the SEC’s Electronic Data Gathering, Analysis and
Retrieval System. As noted in Section 18(b)(4)(D) of the Securities Act, a state may require
notice filings that are substantially similar to those required by rule or regulations under
Section 4(2) that are in effect on September 1, 1996. The Company shall make all required notice
filings with the state securities regulators.



15









 





     6. Conditions of Investors’ Obligations at the Closing. The obligations of each
Investor to purchase the Securities at the Initial Closing or any subsequent Closing are subject to
the fulfillment on or before such Closing of each of the following conditions, the waiver of which
shall not be effective against each Investor without each Investor’s written consent.



          6.1 Representations and Warranties. The representations and warranties of the Company
contained in Section 3 shall be true in all material respects as of such Closing with the same
effect as though such representations and warranties had been made on such Closing; provided,
however, that the representations and warranties of the Company that are otherwise qualified by
materiality shall be true and correct in all respects.




          6.2 Performance. The Company shall have performed and complied with all covenants,
agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before such Closing.




          6.3 No Material Adverse Effect. No event that has or reasonably could be expected to
have a Material Adverse Effect on the Company shall have occurred as of such Closing.




          6.4 Qualifications. All authorizations, approvals, or permits, if any, of any
governmental authority or regulatory body of the United States or of any state that are required
prior to the lawful issuance and sale of the Securities pursuant to this Agreement shall be duly
obtained and effective as of such Closing.




          6.5 Shareholder Agreements. The Company, each Investor and such other parties as are
necessary shall have duly executed, delivered and entered into the following documents or duly
executed, delivered and entered into a form of joinder agreement provided by the Company with
respect to each of the following documents:




          (a) The Investors’ Rights Agreement;




          (b) The Right of First Refusal and Co-Sale Agreement; and




          (c) The Voting Agreement.




          6.6 The Amendment to the Restated Certificate of Incorporation. The Amendment to the
Restated Certificate of Incorporation in the form attached hereto as Exhibit D shall have
been filed with the Secretary of State of the State of Delaware.




          6.7 Legal Opinions. Each Investor shall have received opinions on such Closing from
the Company’s counsel substantially in the forms attached hereto as Exhibit E.




          6.8 Convertible Note. Subject to Section 7.2 of this Agreement, each Investor shall
have received a Convertible Note duly executed by the appropriate officer of the Company evidencing
the principal amount of Convertible Notes purchased by such Investor and registered in the name of
each Investor.







16









 








          6.9 Consents. The Company shall have obtained all the requisite waivers and consents
of the existing shareholders of the Company as set forth in Exhibit F attached hereto.




          6.10 Original Warrants Extension. If an Investor purchases at least its full pro rata
portion of the Convertible Notes being offered hereby, as determined pursuant to the Investors’
Rights Agreement based on an aggregate offering size of $15.0 million, the Company shall amend the
termination and related provisions of any existing warrants to purchase shares of Common Stock
originally issued to purchasers of the Company’s Series F Preferred Stock and Series G Preferred
Stock (collectively, the “Original Warrants”) held by such Investor, in substantially the
form set forth in Exhibit G and Exhibit H attached hereto, such amendments to be
effective at the Closing; provided that no amendment shall be made to the Original Warrants held by
any Investor that does not purchase at least its full pro rata portion of the Convertible Notes
being offered hereby, as determined pursuant to the Investors’ Rights Agreement, based on an
aggregate offering size of $15.0 million.




          6.11 Lock-Up Agreement. To the extent not otherwise a party to a lock-up agreement
for the benefit of the underwriters in connection with the proposed initial public offering of
shares of Common Stock, each Investor shall execute and deliver a lock-up agreement in the form
provided by the Company.




          6.12 Officer’s Certificate. In the event the Closing occurs after the date hereof,
the Company shall deliver a certificate of an officer of the Company in the form agreed by the
parties.




     7. Conditions of the Company’s Obligations at the Closing. The obligations of the
Company to sell Securities to the Investors at the Initial Closing or any subsequent Closing are
subject to the fulfillment on or before such Closing of each of the following conditions:



          7.1 Representations and Warranties. The representations and warranties of the
Investors contained in Section 2 shall be true in all material respects as of such Closing with the
same effect as though such representations and warranties had been made on and as of such Closing.




          7.2 Payment of Purchase Price. Each Investor shall have delivered the Purchase Price
specified in Section 1.1.




          7.3 Qualifications. All authorizations, approvals, or permits, if any, of any
governmental authority or regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be
duly obtained and effective as of such Closing.




          7.4 Shareholder Agreements. The Company, each Investor and such other parties as are
necessary shall have duly executed and delivered the following documents or duly executed,
delivered and entered into a form of joinder agreement provided by the Company with respect to each
of the following documents:




          (a) The Investors’ Rights Agreement;







17









 








          (b) The Right of Refusal and Co-Sale Agreement; and




          (c) The Voting Agreement.




          7.5 Consents. The Company shall have obtained all the requisite waivers and consents
of the existing shareholders of the Company as set forth in Exhibit F attached hereto.




          7.6 Officer’s Certificate. In the event such Closing occurs after the date hereof,
each Investor shall deliver a certificate of an officer of each Investor in the form agreed by the
parties.




     8. Miscellaneous.



          8.1 Survival of Warranties. The warranties, representations and covenants of each
Investor and of the Company contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing and shall in no way be affected by any
investigation of the subject matter thereof made by or on behalf of the Company or any Investor.
Each Investor shall be responsible only for its own representations, warranties, agreements and
covenants hereunder.




          8.2 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any Securities). Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.




          8.3 Governing Law; Jurisdiction; Jury. This Agreement shall be governed by and
construed under the laws of the State of New York without resort to the State’s conflicts of laws
rules. Each party agrees that all proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought against a party hereto
or its respective subsidiaries, employees or agents) may be commenced in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each
party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any proceeding, any claim that it is not personally subject to the jurisdiction of any New York
Court, or that such proceeding has been commenced in an improper or inconvenient forum. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. If either party shall commence a
proceeding to enforce any provisions of this Agreement, then the prevailing party in such
proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.







18









 








          8.4 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.




          8.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.




          8.6 Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or upon deposit with the United States Post Office, by registered or
certified mail, or with Federal Express or the United Parcel Service for overnight delivery,
postage prepaid and addressed to the party to be notified at the address indicated for such party
on the signature page hereof, or at such other address as such party may designate by ten (10)
days’ advance written notice to the other parties.




          8.7 Finder’s Fee. Each party represents that it neither is nor will be obligated for
any finder’s fee or commission in connection with this transaction. Each Investor agrees to
indemnify and to hold harmless the Company from any liability for any commission or compensation in
the nature of a finder’s fee (and the costs and expenses of defending against such liability or
asserted liability) for which each such Investor is responsible.




          The Company agrees to indemnify and hold harmless each Investor from any liability for any
commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.




          8.8 Expenses. At the Closing, the Company shall reimburse (i) Cosan Cayman Finance
Limited for the reasonable documented legal fees in an amount not to exceed $35,000 of its
designated counsel, and (ii) the Investors (excluding Cosan Cayman Finance Limited) for the
reasonable documented legal fees in an amount not to exceed $35,000, of one counsel representing
such Investors, in each case, in connection with such counsel’s review of this Agreement, the
Convertible Notes and the Warrants.




          8.9 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company
and the holders of at least seventy-five percent (75%) of the then outstanding principal amount of
Convertible Notes, or in the event such Convertible Notes have been automatically converted
pursuant to the terms thereof, the holders of at least seventy-five percent (75%) of the then
outstanding shares of Common Stock or Series G Preferred Stock, as the case may be, issued to the
holders of the Convertible Notes in connection with such conversion. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of any securities
purchased under this Agreement at the time outstanding (including securities into which such
securities are convertible), each future holder of all such securities, and the Company.







19









 








          8.10 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.




          8.11 Independent Nature of Investors’ Obligations and Rights. The obligations of each
Investor under this Agreement and the documents referred to herein are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this Agreement and the documents
referred to herein. Nothing contained herein or in any document, and no action taken by any
Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by Agreement and the Company acknowledges that the Investors are not
acting in concert or as a group, and the Company will not assert any such claim, with respect to
such obligations or the transactions contemplated by this Agreement and the documents referred to
herein. Each Investor shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out of any other
documents referred herein, and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose.




          8.12 Entire Agreement. This Agreement and the documents referred to herein constitute
the entire agreement among the parties and no party shall be liable or bound to any other party in
any manner by any warranties, representations, or covenants except as specifically set forth herein
or therein.




[Remainder of Page Intentionally Left Blank]









20









 








          IN WITNESS WHEREOF, the parties have executed this Convertible Note Purchase Agreement as of
the date first above written.




COMPANY:




	 	 	 	 	 	 	 

	 	 	CERES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Hamilton	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Richard W. Hamilton, Ph.D.	 	 
	 	 	Title: President and Chief Executive Officer	 	 






INVESTOR:




	 	 	 	 	 	 	 

	 	 	ROTHSCHILD TRUST GUERNSEY LIMITED AS 

TRUSTEE F/B/O THE AMBERGATE TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ AF Cranchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: AF Cranchi	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ SR Lowe	 	 
	 

	 	 	 	 	 	 
	 	 	Name: SR Lowe	 	 
	 	 	Title: Authorised Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	ARTAL LUXEMBOURG S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bernard Darimont	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Bernard Darimont	 	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	GIMV N.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alex Brabers	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Alex Brabers	 	 
	 	 	Title: Gimv Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edmond Bastyns	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Edmond Bastyns	 	 
	 	 	Title: Gimv Partner	 	 






Signature Page to Convertible Note Purchase Agreement







 









 








	 	 	 	 	 	 	 

	 	 	ADVIESBEHEER GIMV LIFE SCIENCES 2004 N.V	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alex Brabers	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Alex Brabers	 	 
	 	 	Title: Gimv Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edmond Bastyns	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Edmond Bastyns	 	 
	 	 	Title: Gimv Partner	 	 
	 
	 	 	 	 	 	 
	 	 	H&Q HEALTHCARE INVESTORS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laura Woodward	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Laura Woodward	 	 
	 	 	Title: Treasurer	 	 





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




	 	 	 	 	 	 	 

	 	 	H&Q LIFE SCIENCES INVESTORS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laura Woodward	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Laura Woodward	 	 
	 	 	Title: Treasurer	 	 





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




	 	 	 	 	 	 	 

	 	 	THE KILEY REVOCABLE TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nancy Lynne Methven Kiley	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Nancy Lynne Methven Kiley	 	 
	 

	 	 	 	Trustee	 	 






Signature Page to Convertible Note Purchase Agreement




 









 








	 	 	 	 	 	 	 

	 	 	EDMUND AND ELLEN OLIVIER REVOCABLE FAMILY TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edmund M Olivier de Vezin	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Edmund M Olivier de Vezin	 	 
	 

	 	 	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	WARBURG PINCUS PRIVATE EQUITY IX, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	BY: WARBURG PINCUS IX, LLC, ITS GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 	 	BY: WARBURG PINCUS PARTNERS, LLC, ITS SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 	 	BY: WARBURG PINCUS & CO., ITS MANAGING MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David B Krieger	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David B. Krieger	 	 
	 	 	Title: Partner	 	 






Signature Page to Convertible Note Purchase Agreement







 









 








SCHEDULE OF EXCEPTIONS




Schedule 3.7



Capitalization 


The total number of shares of Common Stock which the Company is authorized to issue is 75,000,000
shares as of the Closing, of which 5,980,417 are issued and outstanding as of May 31, 2011.



The total number of shares of Preferred Stock which the Company is authorized to issue is
53,512,844 shares as of the Closing, of which 6,733,875 shares are designated Series A Preferred
Stock, 4,755,313 shares are designated Series B Preferred Stock, 14,550,000 shares are designated
Series C Preferred Stock, 2,264,681 shares are designated Series C-1 Preferred Stock, 4,583,335
shares are designated Series D Preferred Stock, 3,351,794 shares are designated Series E Preferred
Stock, 11,581,538 shares are designated Series F Preferred Stock and 5,384,616 shares will be
designated Series G Preferred Stock.



6,733,875 shares of Series A Preferred Stock, 3,640,000 shares of Series B Preferred Stock,
12,405,418 shares of Series C Preferred Stock, 2,181,796 shares of Series C-1 Preferred Stock,
3,150,012 shares of Series D Preferred Stock, 3,333,333 shares of Series E Preferred Stock,
11,538,462 shares of Series F Preferred Stock are issued and outstanding as of the date hereof, and
3,076,923 shares of Series G Preferred Stock will be issued and outstanding as of the Closing. The
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock issued and outstanding as of the Closing will be convertible into Common Stock at
their respective Conversion Prices (Series A Preferred Stock — $1.00 per share, Series B Preferred
Stock — $2.00 per share, Series C Preferred Stock — $4.00 per share, Series C-1 Preferred Stock -
$4.00 per share, Series D Preferred Stock — $6.00 per share, Series E Preferred Stock — $6.50 per
share, Series F Preferred Stock — $6.50 per share and Series G Preferred Stock — $6.50 per share)
as adjusted in accordance with the Certificate of Incorporation.



Warrants to purchase an aggregate of 18,461 shares of Series E Preferred Stock, exercisable at
$6.50 per share, 43,076 shares of Series F Preferred Stock at $6.50 per share, 600,000 shares of
Common Stock, exercisable at $10.00 per share, and 5,384,620 shares of Common Stock, exercisable at
$6.50 per share are issued and outstanding as of the date hereof. There was a total of 7,127,246
options to purchase Common Stock issued and outstanding as of May 31, 2011, of which 2,108,500 are
exercisable at $0.60 to $0.65 per share, 1,264,083 are exercisable at $1.30 to $1.35 per share,
2,930,163 are exercisable at $2.25 per share, and 824,500 are exercisable at $2.44 per share. As
of May 31, 2011, there were 759,599 options available for issuance under the Company’s 2010 Stock
Option/Stock Issuance Plan. During June and July 2011, the Company issued 759,599 of stock options
with an exercise price between $5.59 and $5.72.




Schedule 3.7





 









 








Schedule 3.13




Title to Assets


Liens included in the following agreements:





	 	1.	 	Loan and Security Agreement dated as of January 29, 2010 between the Company
and Silicon Valley Bank, as amended.





Schedule 3.13






 









 








Schedule 3.14




Liabilities



     None.



Schedule 3.14





 









 








Schedule 3.15(b)




Agreements relating to Intellectual Property




	 	1.	 	Exclusive License Agreement between Cambridge University Technical Services,
Ltd. and the Company dated November 1, 2001.
	 
	 	2.	 	Collaboration Agreement between Institute of Crop Sciences of the Chinese
Academy of Agricultural Sciences and the Company dated November 15, 2007, as amended.
	 
	 	3.	 	Collaboration Agreement between Institute of Biological, Environmental and
Rural Sciences of Aberystwyth University and the Company dated April 1, 2007, as
amended.
	 
	 	4.	 	Enabling Technology License Agreement between Monsanto Company and the Company
dated April 1, 2002.
	 
	 	5.	 	Master Research Agreement between the Samuel Roberts Noble Foundation, Inc. and
the Company dated May 19, 2006.
	 
	 	6.	 	Evaluation, Production and License Agreement between the Samuel Roberts Noble
Foundation, Inc. and the Company dated May 19, 2006.
	 
	 	7.	 	License Agreement for NF/GA992 and NF/GA993 between the Samuel Roberts Noble
Foundation, Inc. and the Company dated December 1, 2008.
	 
	 	8.	 	License Agreement for NF/GA002 between the Samuel Roberts Noble Foundation,
Inc. and the Company dated September 1, 2009.
	 
	 	9.	 	Sponsored Research Agreement between The Texas Agricultural Experiment Station
of The Texas A&M University System and the Company dated August 29, 2007, as amended.
	 
	 	10.	 	Intellectual Property Rights Agreement between The Texas Agricultural
Experiment Station of The Texas A&M University System and the Company dated August 29,
2007.
	 
	 	11.	 	Line License Agreement between The Texas A&M University System and the Company
dated October 16, 2009.
	 
	 	12.	 	Material Transfer and Evaluation Agreements between The Texas A&M University
System and the Company dated April 23, 2008, as amended.
	 
	 	13.	 	Line License Agreement between The Texas A&M University System and the Company
dated July 12, 2011.





Schedule 3.15(b)





 









 








Schedule 3.16




Severance Agreements




	 	1.	 	One member of senior management is entitled to severance pay of one year’s base
salary from the date of termination of his employment agreement if the Company
terminates this member of senior management “at-will”.
	 
	 	2.	 	One member of senior management is entitled to severance pay of nine (9) months
base salary from the date of termination of their employment agreement if the Company
terminates this member of senior management without cause.
	 
	 	3.	 	One member of senior management is entitled to severance pay of twelve (12)
months base salary in the event of an acquisition of the Company.
	 
	 	4.	 	One member of senior management of Ceres Sementes do Brasil Ltda. is entitled
to severance pay of ten (10) months base salary (including the one month mandatory
prior notice) as of the day of separation if the separation is for any reason except
voluntary or for cause, and if the separation takes place in the first year measured
from the employment commencement date.
	 
	 	5.	 	The Company is planning to enter into Employment Agreements with each of its
executive officers effective upon the Company’s initial public offering, which
Employment Agreements will provide for severance pay (i) of one (1) year’s base salary
if the Company terminates the employment of the executive officer except for cause, or
if the executive officer resigns for “good reason” plus a pro-rated bonus if the
termination occurs after the midpoint of the Company’s fiscal year or (ii) of two (2)
years’ base salary if such termination or resignation occurs less than six months prior
to or within twelve months from a change of control of the Company.
	 
	 	6.	 	Award agreements under the Company’s 2000 Stock Option/Stock Issuance Plan, as
amended and the 2010 Stock Option/Stock Issuance Plan, as amended, provide for
accelerated vesting of awards in the event of an “involuntary termination” within 12
months after a change in control of the Company. The Company has adopted a 2011 Equity
Incentive Plan that also provides for accelerated vesting of equity awards in the event
of a “qualifying termination” in connection with a change in control of the Company.





Schedule 3.16





 









 








Schedule 3.17




Employee Matters




	 	1.	 	Benefit plans and arrangements.






	 	1.1	 	Health Insurance: the Company offers employees and their
eligible dependents a comprehensive health insurance plan, including medical,
dental, vision, and prescription drug coverage.
	 
	 	1.2	 	401(k) Retirement Plan: the Company provides a 401(k) plan and
makes matching contributions to qualified employees. Roth 401 (k) option is
also available.
	 
	 	1.3	 	2000 Stock Option/Stock Issuance Plan, as amended and restated
on August 4, 2006, revised August 19, 2008, and the award agreements granted
thereunder.
	 
	 	1.4	 	2010 Stock Option/Stock Issuance Plan, and the award agreements
granted thereunder.
	 
	 	1.5	 	2011 Equity Incentive Plan, and any award agreements granted
thereunder.
	 
	 	1.6	 	Performance Incentive Plan, and any award agreements granted
thereunder.
	 
	 	1.7	 	Flexible Spending: the Company offers Healthcare and Dependent
Care reimbursement accounts, which allow pre-tax deductions for medical
premiums, un-reimbursed medical expenses, and dependent care.
	 
	 	1.8	 	Aflac Insurance: the Company provides supplemental life and
accident insurance through Aflac.
	 
	 	1.9	 	Paid Time Off: the Company offers fifteen PTO days per calendar
year (subject to accrual maximum)
	 
	 	1.10	 	Holiday: the Company offers ten paid holidays per year.
	 
	 	1.11	 	Tuition Reimbursement: the Company offers tuition expense
reimbursement for approved courses.
	 
	 	1.12	 	Fitness Program: the Company offers discounted corporate
membership with a local health club.
	 
	 	1.13	 	Life Insurance: the Company provides employees with basic life
insurance and accidental death & dismemberment coverage.
	 
	 	1.14	 	Supplemental Life Insurance: the Company offers additional life
insurance and accidental death & dismemberment coverage for employees, spouses
and children at a minimum cost.
	 
	 	1.15	 	Short-Term Disability: employees are provided with paid sick
time off work for use in the event of personal illness or injury.





Schedule 3.17





 









 









	 	1.16	 	Long-Term Disability Insurance: employees are provided with
long-term disability insurance benefits.






	 	2.	 	Certain special arrangements..






	 	2.1	 	The agreement pursuant to which the Chief Executive Officer
provides services to the Company can be terminated by either party by giving
ninety (90) days written notice.
	 
	 	2.2	 	The employment agreements of three members of senior management
provide for six (6) months’ notice to be given by the Company in case of
termination “at-will”, or by the member of senior management in case of
resignation.
	 
	 	2.3	 	The employment agreements of three members of senior management
provide that in the first year of employment these members of senior management
cannot be terminated except for cause.
	 
	 	2.4	 	The employment agreement of one employee of Scientific Manager
level provides that in the first year of employment this employee cannot be
terminated except for cause.
	 
	 	2.5	 	The Company is planning to enter into Employment Agreements
with each of its executive officers effective upon the Company’s initial public
offering, which Employment Agreements will provide for severance pay (i) of one
(1) year’s base salary if the Company terminates the employment of the
executive officer except for cause, or if the executive officer resigns for
“good reason” plus a pro-rated bonus if the termination occurs after the
midpoint of the Company’s fiscal year or (ii) of two (2) years’ base salary if
such termination or resignation occurs less than six months prior to or within
twelve months from a change of control of the Company.






	 	3.	 	Benefits plans and arrangements — Ceres Sementes do Brasil Ltda.






	 	3.1.	 	Health Insurance — the Company offers employees and their
eligible dependents a comprehensive health insurance plan, including medical
and dental coverage.
	 
	 	3.2.	 	Life Insurance - the Company provides employees with basic life
insurance and accidental death & disability coverage.
	 
	 	3.3.	 	Pension Plan — the Company provides pension plan and makes
matching contributions to qualified employees.
	 
	 	3.4.	 	Holiday — the Company provides statutory national holidays.





Schedule 3.17





 









 









	 	3.5.	 	2010 Stock Option/Stock Issuance Plan, and the awards
agreements granted thereunder.






	 	4.	 	Employment Agreements with executive officers
	 
	 	 	 	The Company is planning to enter into Employment Agreements with each of its
executive officers effective upon the Company’s initial public offering.






	 	 	None of the listed agreements contain severance arrangements except as set forth in Schedule
3.16.





Schedule 3.17






 









 








Schedule 3.18




Material Contracts




	 	1.	 	Agricultural Lease Agreement between John & Connie Giesenschlag and the Company
dated November 1, 2007.
	 
	 	2.	 	Ground Lease Agreement between John & Connie Giesenschlag and the Company dated
April 1, 2008.
	 
	 	3.	 	Loan and Security Agreement between Silicon Valley Bank and the Company dated
January 29, 2010, as amended.
	 
	 	4.	 	Exclusive Consultancy Agreement between Robert B. Goldberg and the Company
dated January 1, 2006, as amended.
	 
	 	5.	 	Consulting Agreement between Walter De Logi and the Company dated May 20, 1999.





Schedule 3.18







 









 








EXHIBIT A




SCHEDULE OF PURCHASERS



	 	 	 	 	 	 	 	 	 
	Name and Address of Purchaser	 	Principal Amount ($)	 	Full Pro Rata Portion
	Rothschild Trust Guernsey Limited as
Trustee F/B/O the Ambergate Trust 

PO Box 472, St. Peter’s House 

Le Bordage, St. Peter Port GY1 6AX

Guernsey

	 	$	3,350,000	 	 	$	1,388,341	 
	 
	 	 	 	 	 	 	 	 
	Artal Luxembourg S.A. 

105 Grand-Rue

L-1661 Luxembourg

	 	$	5,000,000	 	 	$	1,862,129	 
	 
	 	 	 	 	 	 	 	 
	Adviesbeheer Gimv Life Sciences 2004

N.V. 

Karel Oomsstraat 37

B-2018 Antwerpen 

Belgium

	 	$	136,379	 	 	$	42,536*	 
	 
	 	 	 	 	 	 	 	 
	Gimv N.V. 

Karel Oomsstraat 37

B-2018 Antwerpen 

Belgium

	 	$	772,813	 	 	$	866,656*	 
	 
	 	 	 	 	 	 	 	 
	The Kiley Revocable Trust

	 	$	100,000	 	 	$	3,498	 
	 
	 	 	 	 	 	 	 	 
	H&Q Healthcare Investors 

2 Liberty Square, Ninth Floor 

Boston, MA 02109

	 	$	165,554	 	 	$	165,554	 
	 
	 	 	 	 	 	 	 	 
	H&Q Life Sciences Investors 

2 Liberty Square, Ninth Floor 

Boston, MA 02109

	 	$	108,086	 	 	$	108,086	 
	 
	 	 	 	 	 	 	 	 
	Warburg Pincus Private Equity IX, L.P. 

450 Lexington Avenue, 35th Floor 

New York, NY 10017

	 	$	1,592,400	 	 	$	1,574,065	 
	 
	 	 	 	 	 	 	 	 
	Edmund and Ellen Olivier Revocable 

Family Trust

	 	$	200,000	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 
	TOTAL:

	 	$	11,425,232.00	 	 	 	 	 








 




			
	*	 	Gimv funds treated as one for pro rata calculation.






A-1









 








EXHIBIT B




FORM OF CONVERTIBLE NOTE


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




 






CONVERTIBLE SUBORDINATED PROMISSORY NOTE



Ceres, Inc.

Thousand Oaks, California



          Ceres, Inc., a Delaware corporation, the principal office of which is located at 1535 Rancho
Conejo Boulevard, Thousand Oaks, California 91320, or any corporation which shall succeed to or
assume the obligations of Ceres, Inc. (the “Company”) under this Convertible Subordinated
Promissory Note (this “Note”), for value received, hereby promises to pay to [•] (the
“Holder”), or its registered assigns, the sum of [•] ($[•]) or such lesser amount as shall
then equal the outstanding principal amount hereof, on the terms and conditions set forth
hereinafter. The principal hereof, as set forth below, shall be due and payable upon the
occurrence of an Event of Default (as defined below). Payment for any amounts due hereunder shall
be made by mail to the Holder of this Note at the address last shown on the records of the Company
for the Holder or given by the Holder to the Company for the purpose of notice or, if no such
address appears or is given, at the place where the principal executive office of the Company is
located. The issuance date of this Note shall be August 1, 2011 (the “Issuance Date”).




          The following is a statement of the rights of the Holder of this Note and the conditions to
which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:







B-1









 








     1. Interest. Neither the indebtedness evidenced by this Note nor any amounts owed
hereunder shall bear interest.



     2. Events of Default. If any of the events specified in this Section 2 shall occur
prior to the automatic conversion of this Note pursuant to Section 4 (herein individually referred
to as an “Event of Default”), the entire outstanding principal amount shall immediately
become due and payable. The Company expressly waives presentment, protest and demand, notice of
protest, demand and dishonor and nonpayment of this Note and all other notices of any kind.




     (i) The institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings
against it or the filing by it of a petition or answer or consent seeking reorganization or
release under the Federal Bankruptcy Act, or any other applicable Federal or state law, or
the consent by it to the filing of any such petition or the appointment of a receiver,
liquidator, assignee, trustee or other similar official, of the Company, or of any
substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the taking of corporate action by the Company in furtherance of any such
action; or




     (ii) If, within sixty (60) days after the commencement of an action against the Company
(and service of process in connection therewith on the Company) seeking any bankruptcy,
insolvency, reorganization, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such action shall not have been resolved in favor of the
Company or all orders or proceedings thereunder affecting the operations or the business of
the Company stayed, or if the stay of any such order or proceeding shall thereafter be set
aside, or if, within sixty (60) days after the appointment without the consent or
acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all
or any substantial part of the properties of the Company, such appointment shall not have
been vacated.



     3. Prepayment. The Company may not prepay any outstanding principal amount due under
this Note on or prior to the six month anniversary of the Issuance Date, except in the event of a
Change of Control Transaction pursuant to Section 4.3 hereof.



     4. Conversion.



          4.1 Automatic Conversion.





     (i) If, on or prior to the six month anniversary of the Issuance Date, the Company
consummates a sale of its common stock, par value $.01 per share (the “Common
Stock”) in a bona fide, firm commitment underwriting pursuant to an effective
registration statement under the Securities Act, covering the offer and sale of Common Stock
on either the New York Stock Exchange or the Nasdaq Global Market resulting on the date of
closing of such offering in aggregate proceeds to the Company and any selling security
holders of an amount not less than $40,000,000 (a “Qualified Initial Public
Offering”), this Note shall be automatically converted on such date into shares of
Common Stock at a price per share equal to the product of (A) the per share offering



B-2









 







price to the public of the Common Stock in the Qualified Initial Public Offering as set
forth on the cover of the Company’s final prospectus related to the Qualified Initial Public
Offering, multiplied by (B) 0.80 (the “IPO Conversion Price”).




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



          4.2 Conversion Procedures. If this Note is automatically converted pursuant to
Section 4.1 hereof, written notice shall be delivered to the Holder of this Note at the address
last shown on the records of the Company for the Holder or given by the Holder to the Company for
the purpose of notice or, if no such address appears or is given, at the place where the principal
executive office of the Company is located, (i) notifying the Holder of the conversion, specifying
whether the conversion price is the IPO Conversion Price or the Modified Conversion Price, the
principal amount of the Note to be converted, the date on which such conversion will occur and, if
applicable, the number of Warrants to be received upon conversion of this Note pursuant to Section
5, and (ii) calling upon such Holder to surrender this Note to the Company, in the manner and at
the place designated in such notice.




          4.3 Merger, Sale of Assets, Etc. If at any time prior to the conversion of this Note
pursuant to Section 4.1, the Company consummates (i) a sale of all or substantially all of the
assets of the Company to another corporation, or (ii) a merger or consolidation of the Company
into another corporation, unless the stockholders of the Company shall own, immediately prior to
such merger, consolidation or sale, at least a majority of the capital stock or voting power of the
surviving or acquiring corporation (or a parent entity thereof) (each of (i) and (ii), a
“Change of Control Transaction”), then the Holder of this Note shall be entitled to
repayment of an amount equal to 2.0 times the outstanding principal amount of this Note.




          4.4 Adjustments for Stock Splits and Subdivisions. In the event the Company shall at
any time or from time to time after the Issuance Date, fix a record date to effect a split or
subdivision of the outstanding shares of Common Stock or to determine the holders of the
outstanding shares of Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as “Common Share Equivalents”) without payment of any consideration by such
holder for the additional shares of Common Stock or Common Share Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or subdivision if no record date is
fixed), the IPO Conversion Price or the Modified Conversion Price, as the case may be, shall be
appropriate decreased so that the number of shares of Common Stock issuable upon conversion of this
Note or the number of shares of Common Stock issuable upon conversion of the Series G Preferred
Stock, as the case may be, shall be appropriately increased






B-3









 







in proportion to such increase in the aggregate number of shares of Common Stock outstanding
and those issuable with respect to such Common Share Equivalents.




          4.5 Adjustments for Reverse Stock Splits. If the number of shares of Common Stock
outstanding at any time after the Issuance Date is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the IPO Conversion
Price or the Modified Conversion Price, as the case may be, shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion of this Note or the number of
shares of Common Stock issuable upon conversion of the Series G Preferred Stock, as the case may
be, shall be decreased in proportion to such decrease in outstanding shares.




          4.6 Mechanics and Effect of Conversion. No fractional shares of Common Stock or
Series G Preferred Stock, as the case may be, shall be issued upon conversion of this Note. In
lieu of the Company issuing any fractional shares of Common Stock or Series G Preferred Stock, as
the case may be, to the Holder upon the conversion of this Note, the Company shall pay to the
Holder the amount of outstanding principal that is not so converted, such payment to be paid in
cash. Upon the conversion of this Note pursuant to Section 4.1 above, the Holder shall surrender
this Note, duly endorsed, at the principal executive office of the Company. At its expense, the
Company shall, as soon as practicable thereafter, issue and deliver to such Holder a certificate or
certificates for the number of shares of Common Stock or Series G Preferred Stock, as the case may
be, to which the Holder shall be entitled upon such conversion (bearing such legends as may be
required by the agreement covering the issuance and sale of the Notes (the “Note Purchase
Agreement”) and such other agreements and documents as may be contemplated thereby (together
with the Note Purchase Agreement, the “Transaction Documents”), and applicable state and
Federal securities laws in the opinion of counsel to the Company), together with the Warrants to
the extent issuable pursuant to Section 5 and a check payable to the Holder for any cash amounts
payable as described above. Such conversion shall be deemed to have been made upon the earlier to
occur of: (i) the completion of a Qualified Initial Public Offering or (ii) the six month
anniversary of the Issuance Date, as the case may be, and on and after such date the Holder of this
Note entitled to receive the shares of Common Stock or Series G Preferred Stock, as the case may
be, shall be treated for all purposes as the record Holder of such shares and a purchaser of such
shares under the Note Purchase Agreement and shall be bound by the terms of the Transaction
Documents. The shares of Common Stock or Series G Preferred Stock, as the case may be, shall be
subject to the terms and have the rights, preferences, privileges and restrictions to be set forth
in the Company’s Restated Certificate of Incorporation. Upon conversion of this Note, the Company
shall be forever released from all its obligations and liabilities under this Note.




     5. Issuance of Warrants.




     (i) Upon conversion of this Note pursuant to Section 4.1(ii) hereof, the Holder shall
receive a Warrant with a term of ten (10) years to acquire a number of shares of Common
Stock equal to the number of shares of Series G Preferred Stock into which this Note has
been converted pursuant to Section 4.1(ii) hereof.



B-4









 






     (ii) The exercise price of the Warrants shall be $6.50, subject to adjustment pursuant
to the terms thereof.




     (iii) The terms of the Warrants are set forth in the form of Warrant Certificate
attached hereto as Exhibit A.



          5.2 Subordination. Each Holder, by accepting the Note agrees that the principal,
premium, if any, and other payment obligations of any kind evidenced by this Note are subordinated
in right of payment, to the prior payment in full of all “Senior Indebtedness” of the Company
(whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed).
The term “Senior Indebtedness” shall include: (i) money borrowed from banks, commercial finance
lenders, insurance companies or other financial institutions regularly engaged in the business of
lending money that is required to be senior to this Note by the terms of such indebtedness, (ii)
indebtedness incurred in the ordinary course of business for the purpose of granting security
interests in the Company’s accounts receivable or purchase orders for purposes of factoring or
financing such accounts receivable or purchase orders respectively, or similar transactions, (iii)
indebtedness identified as Senior Indebtedness (including all indebtedness under the Loan and
Security Agreement dated as of January 29, 2010 between Silicon Valley Bank and the Company, as the
same shall be amended, and (iv) purchase money security interests for equipment. The indebtedness
evidenced by this Note shall be senior in right of payment in full to the prior payment in full of
all indebtedness for borrowed money of the Company that is not Senior Indebtedness.




          In the event of any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith, relating
to the Company or to its assets, or any liquidation, dissolution or winding-up of the Company, the
holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash
equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before
the Holder of this Note shall be entitled to receive any payment or distribution of any kind or
character (other than any payment or distribution in the form of equity securities or subordinated
securities) on account of principal of, or premium, if any, or any other payment obligations on
this Note; and any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (other than any payment or distribution in the form of
equity securities or subordinated securities), by set-off or otherwise, to which the Holder of this
Note would be entitled but for the provisions of this Section 5.2 shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a trustee in
bankruptcy or receiver or liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives ratably accordingly to the aggregate amount
remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in
full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holder of such Senior Indebtedness.




     6. Covenants of the Holder. In further consideration of the agreements of the Holder
herein contained, the Holder hereby agrees with the Company that any shares of Common Stock or
Series G Preferred Stock, as the case may be, issued pursuant to this Note or pursuant to the
exercise of any Warrants shall be subject to the Amended and Restated Investors’ Rights Agreement
dated June 25, 2010, as amended; and the Sixth Amended and Restated Right of First



B-5









 




Refusal and Co-Sale Agreement dated June 25, 2010, as amended and the Amended and Restated
Voting Agreement dated June 25, 2010, as amended.




     7. Assignment. The rights and obligations of the Company and the Holder of this Note
shall be binding upon and benefit the successors, assigns and transferees of the Company.



     8. Waiver and Amendment. Any provision of this Note may be amended, waived or
modified upon the written consent of the Company and Holders of at least two-thirds of the
principal amount of all then outstanding Notes; provided, however, that if such
amendment, waiver or modification makes any change that, in the good faith judgment of the board of
directors of the Company, as evidenced by a board resolution, adversely affects the rights of any
Holder, such amendment, waiver and modification shall require the unanimous written consent of all
the Holders of all then outstanding Notes.



     9. Transfer of this Note or Securities on Conversion Thereof. The Holder shall not
offer, sell, transfer or otherwise dispose of this Note; provided, however, that
the Holder may transfer this Note to its affiliates with the prior written consent of the Company.
No Holder of this Note shall offer, sell, transfer or otherwise dispose of the securities into
which this Note may be converted, except as provided in the Transaction Documents. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.



     10. Notices. Any notice, request or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given upon personal delivery to
the party to be notified, five (5) days after deposit in the United States mail by registered,
certified mail or express mail or three (3) days after deposit with Federal Express or United
Parcel Service for overnight delivery, at the respective addresses of the parties as set forth
herein. Any party hereto may by written notice so given change its address for future notice
hereunder.



     11. No Stockholder Rights. Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent or to receive notice
as a stockholder in respect of meetings of stockholders for the election of directors of the
Company or any other matters or any rights whatsoever as a stockholder of the Company; and no
dividends shall be payable or accrued in respect of the shares of Common Stock or Series G
Preferred Stock, as the case may be, obtainable hereunder until, and only to the extent that, this
Note shall have been converted.



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



     13. Headings; References. All headings used herein are used for convenience only and
shall not be used to construe or interpret this Note. Except where otherwise indicated, all
references herein to Sections refer to Sections hereof.



[Remainder of Page Intentionally Left Blank]






B-6









 








          IN WITNESS WHEREOF, the Company has caused this Note to be issued this ____ day of August
2011.




	 	 	 	 	 
	 	CERES, INC.

 	 
	 	By:  	 	 
	 	 	Richard Hamilton 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 

	Name of Holder:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 










B-7









 








EXHIBIT A to Form of Convertible Note




Form of Warrant Certificate



 









 





EXHIBIT C




FORM OF WARRANT AGREEMENT



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




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




WARRANT TO PURCHASE SHARES OF COMMON STOCK




OF



CERES, INC.



          This certifies that, for value received, [WARRANT HOLDER] (the “Holder”) is entitled, subject
to the terms set forth below, to purchase from Ceres, Inc., a Delaware corporation (the “Company”)
that certain number of shares of the Company’s common stock, par value $.01 per share (the “Common
Stock”), as determined in Section 1 below, upon surrender hereof, at the principal office of the
Company referred to below, with the Notice of Exercise form attached hereto duly executed, and
simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter
provided, at the Exercise Price set forth in Section 3 below. The number of shares for which this
Warrant shall be exercisable and the Exercise Price






C-1









 







per share of Common Stock are subject to adjustment from time to time as provided in Section
10 below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered
in substitution or exchange therefor as provided herein.




          1. Number of Shares. This Warrant shall be exercisable for an aggregate of [•] shares
(the “Shares”) of Common Stock, subject to adjustment pursuant to Section 10 hereof.




          2. Term of Warrant. (a) This Warrant shall be exercisable at any time prior to the
tenth anniversary of the date hereof. Nothing to the contrary withstanding, this Warrant shall
terminate upon and may no longer be exercised after the occurrence of the merger or consolidation
of the Company into, or the sale of all or substantially all of the Company’s assets to, another
corporation, unless the stockholders of the Company immediately prior to such merger, consolidation
or sale shall own, immediately after such merger, consolidation or sale, at least a majority of the
capital stock or voting power of the surviving or acquiring corporation (or a parent entity
thereof). The Company shall notify the Holder in writing of any transaction described in this
Section 2 no later than thirty (30) days prior to, but not earlier than sixty (60) days prior to,
the closing thereof.




          (b) To the extent that any Holder is required by law to make a filing or comply with a waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
“Hart-Scott-Rodino Act”), in connection with such Holder’s exercise of this Warrant, the Company
and such Holder shall use commercially reasonable efforts to comply with such Act, to the extent
required by law in order to enable such Holder to exercise this Warrant, at the expense of such
Holder.




          (c) In the event that such Holder has not received the required clearance under the
Hart-Scott-Rodino Act before the termination of this Warrant, the term of this Warrant shall be
extended for a period of up to fifty (50) days from the 10th (tenth) anniversary of the
date hereof.




          3. Exercise Price. The exercise price shall be $6.50 per share (the “Exercise
Price”), subject to adjustment pursuant to Section 10 hereof.




          4. Exercise of Warrant.





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




     (b) This Warrant shall be deemed to have been exercised immediately prior to the close
of business on the date of its surrender for exercise as provided above, and the



C-2









 







person entitled to receive the Shares issuable upon such exercise shall be treated for
all purposes as the holder of record of such Shares as of the close of business on such
date. As promptly as practicable on or after such date and in any event within ten (10)
business days thereafter, the Company at its expense shall issue and deliver to the person
or persons entitled to receive the same a certificate or certificates for the number of
Shares issuable upon such exercise. In the event that this Warrant is exercised in part,
the Company at its expense will execute and deliver a new Warrant of like tenor exercisable
for the number of Shares for which this Warrant may then be exercised. All other terms and
conditions of such amended Warrant shall be identical to those contained herein. If the
Holder shall have received a notice from the Company as contemplated by Section 2 hereof,
the Holder may exercise this Warrant conditioned upon the closing of the offering, merger,
consolidation or sale that is referenced in such notice.




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








	 	 	 	 	 	 	 

	Where

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

	 	Y
	 	=
	 	the number of shares of Common Stock
purchasable under the Warrant or, if only a portion of the Warrant
is being exercised, the portion of the Warrant being canceled (at
the date of such calculation)
	 
	 	 	 	 	 	 
	 

	 	A
	 	=
	 	the fair market value of one share of
the Common Stock (at the date of such calculation)
	 
	 	 	 	 	 	 
	 

	 	B
	 	=
	 	Exercise Price (as adjusted to the date
of such calculation)







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




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



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(ii) in the event such security is no longer listed or admitted to trading on any
national securities exchange or traded on any national market system, the average of
the reported closing bid and ask prices in the over-the-counter market on such date
as shown by the NASD automated quotation system, or if such securities are not then
quoted on such system, as published by the Pink OTC Markets Inc. or any similar
successor organization, and in either case as reported by any member firm of any
national securities exchange selected by the Company; or




(iii) in the event clauses (i) or (ii) are not applicable, the fair market value as
determined by the Company’s Board of Directors in good faith.



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




          6. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss,
theft or destruction, on delivery of an affidavit of loss of stock certificate and indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute
and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.




          7. Rights of Stockholders. Subject to Section 10 of this Warrant, the Holder, in its
capacity as such, shall not be entitled to vote or receive dividends or be deemed the holder of the
Shares or any other securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder,
as such, any of the rights of a stockholder of the Company, such as any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, to give
or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par value, consolidation,
merger, conveyance or otherwise), to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until the Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have been issued, as provided herein.




          8. Transfer of Warrant.





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



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     (b) Warrant Agent. The Company may, by written notice to the Holder, appoint
an agent for the purpose of maintaining the Warrant Register referred to in Section 8(a)
above, issuing the Shares or other securities then issuable upon the exercise of this
Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing.
Thereafter, any such registration, issuance, exchange or replacement, as the case may be,
shall be made at the office of such agent.




     (c) Transferability and Non-negotiability of Warrant. This Warrant may not be
transferred or assigned in whole or in part without the prior written consent of the
Company. Any transfer of this Warrant must comply with the requirements of this Section 8,
and any assignee or transferee of this Warrant shall be required to accept this Warrant
subject to all rights and obligations of the Holder set forth herein. In addition, this
Warrant may not be transferred in whole or in part without compliance with all applicable
Federal and state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions reasonably satisfactory to
the Company, if such are requested by the Company). Notwithstanding anything to the
contrary herein, this Warrant is, and the securities for which it may be exercised will be,
subject to the restrictions on transfer set out in the Sixth Amended and Restated Right of
First Refusal and Co-Sale Agreement dated June 25, 2010, as amended (the “Right of First
Refusal and Co-Sale Agreement”), among the Company, the Investors (as defined therein) and
the Founders (as defined therein), except as provided in Section 3.2 of such Right of First
Refusal and Co-Sale Agreement.




     (d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form and subject to the provisions of this
Warrant with respect to compliance with all applicable Federal and state securities laws,
and with the limitations on assignments and transfers and contained in this Section 8, the
Company at its expense shall issue to or on the order of the Holder a new warrant or
warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder
of any applicable transfer taxes) may direct, for the number of Shares issuable upon
exercise thereof.



     (e) Compliance with Securities Laws.




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




          (3) This Warrant and all Shares issued upon exercise hereof shall be stamped or
imprinted with legends in substantially the following forms (in addition to any
legend required by state securities laws or any agreement to which the Holder is a
party):



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




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



          9. Reservation of Stock. The Company covenants that during the term this Warrant is
exercisable, the Company will reserve from its authorized and unissued shares of Common Stock a
sufficient number of shares of Common Stock to provide for the issuance of the Shares upon the
exercise of this Warrant and, from time to time, will take all steps necessary to amend its
Restated Certificate of Incorporation, as the same shall be amended from time to time (the
“Charter”) to provide sufficient reserves of shares of Common Stock issuable upon exercise of the
Warrant. The Company further covenants that all Shares that may be issued upon the exercise of
this Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise
Price all as set forth herein, will be duly authorized, validly issued and fully paid and
non-assessable. The Company agrees that its issuance of this Warrant shall constitute full






C-6









 







authority to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Shares upon the exercise of this Warrant.




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




          10.1 Merger, Sale of Assets, Etc.





     (a) If at any time while this Warrant, or any portion thereof, is outstanding and
unexpired there shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the Company is not
the surviving entity, or a reverse triangular merger in which the Company is the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then, as a part of such reorganization, merger or
consolidation, if any portion of the Warrant remains unexercised prior to such
reorganization, merger or consolidation, lawful provision shall be made so that the holder
of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant,
during the periods specified herein and upon payment of the Exercise Price then in effect,
the number of shares of stock or other securities or property of the successor corporation
resulting from such reorganization, merger or consolidation, which a holder of the Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation or merger if this Warrant had been exercised immediately
before such reorganization, merger or consolidation, all subject to further adjustment as
provided in this Section 10. The foregoing provisions of this Section 10.1 shall similarly
apply to successive reorganizations, consolidations or mergers, and to the stock or
securities of any other corporation which are at the time receivable upon the exercise of
this Warrant. In all events, appropriate adjustment (as determined in good faith by the
Company’s Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder after the transaction, to the
end that the provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after that event
upon exercise of this Warrant.




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



          10.2 Reclassification, etc. If the Company at any time while this Warrant, or any
portion thereof, remains outstanding and unexpired shall, by reclassification of securities or
otherwise, change any of the securities as to which purchase rights under this Warrant exist into
the same or a different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as would have been






C-7









 







issuable as the result of such change with respect to the securities which were subject to the
purchase rights under this Warrant immediately prior to such reclassification or other change and
the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as
provided in this Section 10.




          10.3 Adjustments for Dividends in Stock or Other Securities or Property. If while
this Warrant, or any portion hereof, remains outstanding and unexpired the holders of the
securities as to which purchase rights under this Warrant exist at the time shall have received,
or, on or after the record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, other or additional stock or other securities
or property (including cash) of the Company by way of dividend, then and in each case, this Warrant
shall represent the right to acquire, in addition to the number of Shares of the security
receivable upon exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or property (including
cash) of the Company which such holder would hold on the date of such exercise had it been the
holder of record of the security receivable upon exercise of this Warrant on the date hereof and
had thereafter, during the period from the date hereof to and including the date of such exercise,
retained such shares and/or all other additional stock available by it as aforesaid during such
period, giving effect to all adjustments called for during such period by the provisions of this
Section 10.




          10.4 Adjustment for Issuance of Additional Stock. If while this Warrant, or any
portion hereof, remains outstanding and unexpired the Company shall issue any capital stock or
other securities that results in a decrease in the Conversion Price (as such term is defined in the
Charter) of the Company’s Series G Preferred Stock, then concurrent with such reduction of such
Conversion Price, the Exercise Price shall be reduced to the amount of such Conversion Price.




          10.5 No Impairment. The Company will not, by any voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Section 10 and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of this Warrant against impairment.




          11. Miscellaneous.




          11.1 Governing Law. This Warrant shall be governed by and construed under the laws of
the State of Delaware as applied to agreements among Delaware residents entered into and to be
performed entirely within Delaware.




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







C-8









 








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




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




          11.5 Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so excluded and the balance
shall be enforceable in accordance with its terms.




[Remainder of Page Intentionally Left Blank]









C-9









 








          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers
thereunto duly authorized on [•], 2012.




	 	 	 	 	 
	 	CERES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Richard Hamilton 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








C-10









 








NOTICE OF EXERCISE




To: Ceres, Inc.




          (A) The undersigned hereby elects to purchase _____ shares of Common Stock, par value $.01 per
share, of Ceres, Inc. (the “Shares”), pursuant to the terms of the attached Warrant.




          (B) The undersigned tenders herewith payment of the purchase price for such Shares in full:





	 	o	 	in cash
	 
	 	o	 	elects to receive a number of shares upon
exercise calculated in accordance with Section 4(c) of the Warrant, if
such section is applicable at the date of exercise.





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




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




	 	 	 	 	 

	 

	 	 

[Name]
	 	 
	 
	 	 	 	 
	 

	 	 

[Name]
	 	 






          (E) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name
of the undersigned or in such other name as is specified below:




	 	 	 	 	 

	 

	 	 

[Name]
	 	 






	 	 	 	 	 

	Date:_______________, 20__

	 	____________________________
	 	 
	 

	 	[Signature]	 	 











C-11









 








FORM OF ASSIGNMENT




(To be executed by the registered holder hereof)



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




	 	 	 	 	 
	 	 	Address and Jurisdiction	 	Number of Shares
	Name of Assignee	 	of Organization	 	of Common Stock
	 	 	 	 	 
	 
	 	 
	 	 





	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Signature of Registered Holder
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name of Registered Holder


(Please Print)	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






C-12











 





EXHIBIT D




FORM OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION

CERTIFICATE OF AMENDMENT



OF



RESTATED CERTIFICATE OF INCORPORATION



OF



CERES, INC.



     Ceres, Inc. (the “Corporation”) was incorporated under and by virtue of the General
Corporation Law of the State of Delaware on March 29, 1996.



     The Corporation DOES HEREBY CERTIFY:



     FIRST: The name of the Corporation is Ceres, Inc. This Certificate of Amendment amends the
Restated Certificate of Incorporation filed on June 25, 2010, and was duly adopted in accordance
with the provisions of Sections 228 and 242 of the Delaware General Corporation Law, written
consent to this Certificate of Amendment having been given in accordance with the provisions of
Section 228 of the Delaware General Corporation Law.



     SECOND: That Article IV.A. of the Restated Certificate of Incorporation is hereby amended in
its entirety to read as follows:




“Classes of Stock. The Corporation is authorized
to issue two classes of shares of stock designated “Common
Stock,” and “Preferred Stock,” respectively. The total
number of shares that the Corporation is authorized to
issue is One Hundred Twenty-Eight Million Five Hundred
Twelve Thousand Eight Hundred Forty-Four (128,512,844)
shares. Seventy Five Million (75,000,000) shares shall be
Common Stock, par value $.01 per share, and Fifty-Three
Million Five Hundred Twelve Thousand Eight Hundred
Forty-Four (53,512,844) shares shall be Preferred Stock,
par value $.01 per share.”



     THIRD: That the number of shares of Series G Convertible Preferred Stock set forth in Article
IV.B. of the Restated Certificate of Incorporation is hereby amended in its entirety to read as
follows:



D-1









 






“and the Series G Convertible Preferred Stock (the
“Series G Preferred Stock”), which series shall
consist of Five Million Six Hundred Ninety-Two Thousand
Three Hundred Eight (5,692,308) shares,”



D-2









 





     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of the
Restated Certificate of Incorporation on August 1, 2011.



	 	 	 	 	 
	 	 	CERES, INC.

 	 
	 	  	 	 
	 	 	Richard Hamilton, Ph.D. 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	 	 
	 	  	
 	 
	 	 	Wilfriede van Assche 	 
	 	 	Secretary 	 
	 








D-3









 








EXHIBIT E




FORM OF OPINION OF SHEARMAN & STERLING LLP








E-1









 








EXHIBIT F




CONSENTS




	1.	 	Consent of not less than a majority of the outstanding shares of the Company’s common stock,
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred
Stock (voting together as a single class) to amend and restate the Company’s Restated
Certificate of Incorporation.
	 
	2.	 	Consent of not less than 66% of the Series G Preferred Stock to amend and restate the
Company’s Restated Certificate of Incorporation.
	 
	3.	 	Consent of not less than a majority of the voting power of the holders of the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series
G Preferred Stock (voting together as a single class) to the issuance of the Securities and
the amendments to the termination and related provisions of the Original Warrants.
	 
	4.	 	Consent of not less than a majority of the voting power of the holders of each of the Series
A Preferred Stock, the Series B Preferred Stock, the Series F Preferred Stock and the Series G
Preferred Stock (each voting separately as a class), and consent of not less than 66% of the
voting power of the holders of each of the Series C Preferred Stock, the Series C-1 Preferred
Stock and the Series D Preferred Stock (each voting separately as a class) to the issuance of
the Securities.
	 
	5.	 	Consent of not less than a majority of the voting power of the holders of each of the Series
C Preferred Stock, the Series C-1 Preferred Stock, the Series D Preferred Stock, the Series F
Preferred Stock and the Series G Preferred Stock (each voting separately as a class) to the
amendments to the termination and related provisions of the Original Warrants.
	 
	6.	 	Written consent of the Company and holders of not less than 70% of the Registrable Securities
then outstanding (as defined in the Amended and Restated Investors’ Rights Agreement dated
June 25, 2010, as amended (the “Investors’ Rights Agreement”)) waiving Section 2 of
the Investors’ Rights Agreement in connection with the issuance and sale of the Securities.
	 
	7.	 	Written consent of the Company and holders of the majority of the voting power of the holders
of Series A Preferred Stock, the Series B Preferred Stock and Series E Preferred Stock, not
less than sixty-six percent (66%) of the voting power of the holders of Series C Preferred
Stock, the Series C-1 Preferred Stock, the Series D Preferred Stock and Series G Preferred
Stock and not less than sixty percent (60%) of the voting power of the holders of the Series F
Preferred Stock (each voting separately as a class) waiving Article IV.B.4(d) of the
Certificate of Incorporation to the extent that the offer and sale of the Securities and any
securities issuable upon conversion or exercise thereof would otherwise require such an
adjustment in connection with the issuance and sale of the Securities.










F-1









 








EXHIBIT G




FORM OF SERIES F ORIGINAL WARRANT, AS AMENDED


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



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




WARRANT TO PURCHASE SHARES OF COMMON STOCK




of



CERES, INC.



          This certifies that, for value received, [WARRANTHOLDER], a _____________ corporation (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from Ceres, Inc., a
Delaware corporation (the “Company”) that certain number of shares of the Company’s common stock ,
par value $.01 per share (the “Common Stock”) as determined in Section 1 below, upon surrender
hereof, at the principal office of the Company referred to below, with the Notice of Exercise form
attached hereto duly executed, and simultaneous payment therefor in lawful money of the United
States or otherwise as hereinafter provided, at the Exercise Price set forth in Section 3 below.
The number of shares for which this Warrant shall be exercisable and the Exercise Price per share
of Common Stock are subject to adjustment from






G-1









 







time to time as provided in Section 10 below. The term “Warrant” as used herein shall include
this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.




          1. Number of Shares. This Warrant shall be exercisable for an aggregate of
___________ shares (the “Shares”) of Common Stock, subject to adjustment pursuant to Section 10
hereof.




          2. Term of Warrant. This Warrant shall be exercisable at any time prior to the
8th (eighth) anniversary of the date hereof. Nothing to the contrary withstanding, this
Warrant shall terminate upon and may no longer be exercised after the occurrence of the merger or
consolidation of the Company into, or the sale of all or substantially all of the Company’s assets
to, another corporation, unless the stockholders of the Company immediately prior to such merger,
consolidation or sale shall own, immediately after such merger, consolidation or sale, at least a
majority of the capital stock or voting power of the surviving or acquiring corporation (or a
parent entity thereof). The Company shall notify the Holder in writing of such transaction no
later than thirty (30) days prior to, but not earlier than sixty (60) days prior to, the closing
thereof.




          3. Exercise Price. The exercise price shall be $6.50 per share (the “Exercise
Price”).




          4. Exercise of Warrant.





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




     (b) This Warrant shall be deemed to have been exercised immediately prior to the close
of business on the date of its surrender for exercise as provided above, and the person
entitled to receive the Shares issuable upon such exercise shall be treated for all purposes
as the holder of record of such Shares as of the close of business on such date. As
promptly as practicable on or after such date and in any event within ten (10) business days
thereafter, the Company at its expense shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of Shares issuable
upon such exercise. In the event that this Warrant is exercised in part, the Company at its
expense will execute and deliver a new Warrant of like tenor exercisable for the number of
Shares for which this Warrant may then be exercised. All other terms and conditions of such
amended Warrant shall be identical to those contained herein. If the Holder shall have
received a notice from the Company as contemplated by Section 2



G-2









 







hereof, the Holder may exercise this Warrant conditioned upon the closing of the
offering, merger, consolidation or sale that is referenced in such notice.




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








	 	 	 	 	 	 	 

	Where

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

	 	Y
	 	=
	 	the number of shares of Common Stock
purchasable under the Warrant or, if only a portion of the Warrant
is being exercised, the portion of the Warrant being canceled (at
the date of such calculation)
	 
	 	 	 	 	 	 
	 

	 	A
	 	=
	 	the fair market value of one share of
the Common Stock (at the date of such calculation)
	 
	 	 	 	 	 	 
	 

	 	B
	 	=
	 	Exercise Price (as adjusted to the date
of such calculation)







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




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




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



G-3









 






(iv) in the event clauses (i) or (ii) are not applicable, the fair market value as
determined by the Company’s Board of Directors in good faith.



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




          6. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss,
theft or destruction, on delivery of an affidavit of loss of stock certificate and indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute
and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.




          7. Rights of Stockholders. Subject to Section 10 of this Warrant, the Holder, in its
capacity as such, shall not be entitled to vote or receive dividends or be deemed the holder of the
Shares or any other securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder,
as such, any of the rights of a stockholder of the Company, such as any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, to give
or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par value, consolidation,
merger, conveyance or otherwise), to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until the Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have been issued, as provided herein.




          8. Transfer of Warrant.





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




     (b) Warrant Agent. The Company may, by written notice to the Holder, appoint
an agent for the purpose of maintaining the Warrant Register referred to in Section 8(a)
above, issuing the Shares or other securities then issuable upon the exercise of this
Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing.
Thereafter, any such registration, issuance, exchange or replacement, as the case may be,
shall be made at the office of such agent.



G-4









 






     (c) Transferability and Non-negotiability of Warrant. This Warrant may not be
transferred or assigned in whole or in part without the prior written consent of the
Company. Any transfer of this Warrant must comply with the requirements of this Section 8,
and any assignee or transferee of this Warrant shall be required to accept this Warrant
subject to all rights and obligations of the Holder set forth herein. In addition, this
Warrant may not be transferred in whole or in part without compliance with all applicable
Federal and state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions reasonably satisfactory to
the Company, if such are requested by the Company). Notwithstanding anything to the
contrary herein, this Warrant is, and the securities for which it may be exercised will be,
subject to the restrictions on transfer set out in the Sixth Amended and Restated Right of
First Refusal and Co-Sale Agreement dated June 25, 2010, as amended (the “Right of First
Refusal and Co-Sale Agreement”), among the Company, the Investors (as defined therein) and
the Founders (as defined therein), except as provided in Section 3.2 of such Right of First
Refusal and Co-Sale Agreement.




     (d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form and subject to the provisions of this
Warrant with respect to compliance with all applicable Federal and state securities laws,
and with the limitations on assignments and transfers and contained in this Section 8, the
Company at its expense shall issue to or on the order of the Holder a new warrant or
warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder
of any applicable transfer taxes) may direct, for the number of Shares issuable upon
exercise thereof.




     (e) Compliance with Securities Laws.




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




     (3) This Warrant and all Shares issued upon exercise hereof shall be stamped or
imprinted with legends in substantially the following forms (in addition to any
legend required by state securities laws or any agreement to which the Holder is a
party):




     (i) “THIS WARRANT AND THE SECURITIES FOR WHICH IT MAY BE EXERCISED HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE
SKY LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND



G-5









 







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




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



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




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







G-6









 








          10.1 Merger, Sale of Assets, Etc.





     (a) If at any time, while this Warrant, or any portion thereof, is outstanding and
unexpired there shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the Company is not
the surviving entity, or a reverse triangular merger in which the Company is the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then, as a part of such reorganization, merger or
consolidation, if any portion of the Warrant remains unexercised prior to such
reorganization, merger or consolidation, lawful provision shall be made so that the holder
of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant,
during the periods specified herein and upon payment of the Exercise Price then in effect,
the number of shares of stock or other securities or property of the successor corporation
resulting from such reorganization, merger or consolidation, which a holder of the Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation or merger if this Warrant had been exercised immediately
before such reorganization, merger or consolidation, all subject to further adjustment as
provided in this Section 10. The foregoing provisions of this Section 10.1 shall similarly
apply to successive reorganizations, consolidations or mergers, and to the stock or
securities of any other corporation which are at the time receivable upon the exercise of
this Warrant. In all events, appropriate adjustment (as determined in good faith by the
Company’s Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder after the transaction, to the
end that the provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after that event
upon exercise of this Warrant.




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



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







G-7









 








          10.3 Adjustments for Dividends in Stock or Other Securities or Property. If while
this Warrant, or any portion hereof, remains outstanding and unexpired the holders of the
securities as to which purchase rights under this Warrant exist at the time shall have received,
or, on or after the record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, other or additional stock or other securities
or property (including cash) of the Company by way of dividend, then and in each case, this Warrant
shall represent the right to acquire, in addition to the number of Shares of the security
receivable upon exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or property (including
cash) of the Company which such holder would hold on the date of such exercise had it been the
holder of record of the security receivable upon exercise of this Warrant on the date hereof and
had thereafter, during the period from the date hereof to and including the date of such exercise,
retained such shares and/or all other additional stock available by it as aforesaid during such
period, giving effect to all adjustments called for during such period by the provisions of this
Section 10.




          10.4 Adjustment for Issuance of Additional Stock. If while this Warrant, or any
portion hereof, remains outstanding and unexpired the Company shall issue any capital stock or
other securities that results in a decrease in the Conversion Price (as such term is defined in the
Company’s Amended and Restated Certificate of Incorporation) of the Company’s Series F Preferred
Stock, then concurrent with such reduction of such Conversion Price, the Exercise Price shall be
reduced to the amount of such Conversion Price.




          10.5 No Impairment. The Company will not, by any voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Section 10 and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of this Warrant against impairment.




          11. Miscellaneous.




          11.1 Governing Law. This Warrant shall be governed by and construed under the laws of
the State of Delaware as applied to agreements among Delaware residents entered into and to be
performed entirely within Delaware.




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




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




          11.4 Waiver; Consent. Any term of this Warrant may be amended with the written
consent of the Company and the Holder(s). No waivers of or exceptions to any term,






G-8









 







condition or provision of this Warrant, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or provision.




          11.5 Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so excluded and the balance
shall be enforceable in accordance with its terms.




[Remainder of Page Intentionally Left Blank]









G-9









 








          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers
thereunto duly authorized on [•], 2011.




	 	 	 	 	 
	 	CERES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Richard Hamilton 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








G-10









 








NOTICE OF EXERCISE




To: Ceres, Inc.




          (A) The undersigned hereby elects to purchase _____ shares of Common Stock, par value $.01 per
share, of Ceres, Inc. (the “Shares”), pursuant to the terms of the attached Warrant.




          (B) The undersigned tenders herewith payment of the purchase price for such Shares in full:





	 	o	 	in cash
	 
	 	o	 	elects to receive a number of shares upon
exercise calculated in accordance with Section 4(c) of the Warrant, if
such section is applicable at the date of exercise.





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




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




	 	 	 	 	 

	 

	 	 

[Name]
	 	 
	 
	 	 	 	 
	 

	 	 

[Name]
	 	 






          (E) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name
of the undersigned or in such other name as is specified below:




	 	 	 	 	 

	 

	 	 

[Name]
	 	 






	 	 	 	 	 

	Date:_______________, 20__

	 	____________________________
	 	 
	 

	 	[Signature]	 	 











G-11









 








FORM OF ASSIGNMENT




(To be executed by the registered holder hereof)



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




	 	 	 	 	 
	 	 	Address and Jurisdiction	 	Number of Shares
	Name of Assignee	 	of Organization	 	of Common Stock
	 	 	 	 	 
	 
	 	 
	 	 





	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Signature of Registered Holder
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name of Registered Holder

(Please Print)	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 










G-12









 








EXHIBIT H




FORM OF SERIES G ORIGINAL WARRANT, AS AMENDED


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



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




WARRANT TO PURCHASE SHARES OF COMMON STOCK




of



CERES, INC.



          This certifies that, for value received, [__________], a [_________] (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from Ceres, Inc., a Delaware
corporation (the “Company”), that certain number of shares of the Company’s common stock,
par value $.01 per share (the “Common Stock”), as determined in Section 1 below, upon
surrender hereof, at the principal office of the Company referred to below, with the Notice of
Exercise form attached hereto duly executed, and simultaneous payment therefor in lawful money of
the United States or otherwise as hereinafter provided, at the Exercise Price set forth in Section
3 below. The number of shares for which this Warrant shall be exercisable and the Exercise Price
per share of Common Stock are subject to adjustment from time to time as






H-1









 







provided in Section 10 below. The term “Warrant” as used herein shall include this
Warrant and any warrants delivered in substitution or exchange therefor as provided herein.




          1. Number of Shares. This Warrant shall be exercisable for an aggregate of [____]
shares (the “Shares”) of Common Stock, subject to adjustment pursuant to Section 10 hereof.




          2. Term of Warrant. (a) Except as provided below, this Warrant shall be exercisable
at any time prior to the 10th (tenth) anniversary of the date hereof. Nothing to the contrary
withstanding, this Warrant shall terminate upon and may no longer be exercised after the occurrence
of the merger or consolidation of the Company into, or the sale of all or substantially all of the
Company’s assets to, another corporation, unless the stockholders of the Company immediately prior
to such merger, consolidation or sale shall own, immediately after such merger, consolidation or
sale, at least a majority of the capital stock or voting power of the surviving or acquiring
corporation (or a parent entity thereof). The Company shall notify the Holder in writing of such
transaction no later than fifty (50) days prior to, but not earlier than sixty (60) days prior to,
the closing thereof.




          (b) To the extent that any Holder is required by law to make a filing or comply with a waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
“Hart-Scott-Rodino Act”), in connection with such Holder’s exercise of this Warrant, the
Company and such Holder shall use commercially reasonable efforts to comply with such Act, to the
extent required by law in order to enable such Holder to exercise this Warrant, at the expense of
such Holder.




          (c) In the event that such Holder has not received the required clearance under the
Hart-Scott-Rodino Act before the termination of this Warrant, the term of this Warrant shall be
extended for a period of up to fifty (50) days from the 10th (tenth) anniversary of the
date hereof.




          3. Exercise Price. The exercise price shall be $6.50 per share (the “Exercise
Price”).




          4. Exercise of Warrant.





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




          (ii) This Warrant shall be deemed to have been exercised immediately prior to the close
of business on the date of its surrender for exercise as provided above,



H-2









 







and the person entitled to receive the Shares issuable upon such exercise shall be
treated for all purposes as the holder of record of such Shares as of the close of business
on such date. As promptly as practicable on or after such date and in any event within ten
(10) business days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for the number
of Shares issuable upon such exercise. In the event that this Warrant is exercised in part,
the Company at its expense will execute and deliver a new Warrant of like tenor exercisable
for the number of Shares for which this Warrant may then be exercised. All other terms and
conditions of such amended Warrant shall be identical to those contained herein. If the
Holder shall have received a notice from the Company as contemplated by Section 2 hereof,
the Holder may exercise this Warrant conditioned upon the closing of the offering, merger,
consolidation or sale that is referenced in such notice.




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








	 	 	 	 	 	 	 

	Where

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

	 	Y
	 	=
	 	the number of
shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is
being exercised, the portion of the Warrant
being canceled (at the date of such calculation)
	 
	 	 	 	 	 	 
	 

	 	A
	 	=
	 	the fair market
value of one share of the Common Stock (at the
date of such calculation)
	 
	 	 	 	 	 	 
	 

	 	B
	 	=
	 	Exercise Price (as
adjusted to the date of such calculation)







H-3









 









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




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




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




(C) in the event clauses (i) or (ii) are not applicable, the fair market value as
determined by the Company’s Board of Directors in good faith.



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




          6. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss,
theft or destruction, on delivery of an affidavit of loss of stock certificate and indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute
and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.




          7. Rights of Stockholders. Subject to Section 10 of this Warrant, the Holder, in its
capacity as such, shall not be entitled to vote or receive dividends or be deemed the holder of the
Shares or any other securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder,
as such, any of the rights of a stockholder of the Company, such as any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, to give
or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par value, consolidation,
merger, conveyance or otherwise), to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until the Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have been issued, as provided herein.




          8. Transfer of Warrant.





     (i) Warrant Register. The Company will maintain a register (the “Warrant
Register”) containing the names and addresses of the Holder or Holders. Any Holder of



H-4









 







this Warrant may change its address as shown on the Warrant Register by written notice
to the Company requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be delivered or given by mail to such Holder as
shown on the Warrant Register and at the address shown on the Warrant Register. Until this
Warrant is transferred on the Warrant Register of the Company, the Company may treat the
Holder as shown on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the contrary.




     (ii) Warrant Agent. The Company may, by written notice to the Holder, appoint
an agent for the purpose of maintaining the Warrant Register referred to in Section 8(a)
above, issuing the Shares or other securities then issuable upon the exercise of this
Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing.
Thereafter, any such registration, issuance, exchange or replacement, as the case may be,
shall be made at the office of such agent.




     (iii) Transferability and Non-negotiability of Warrant. This Warrant may not
be transferred or assigned in whole or in part without the prior written consent of the
Company. Any transfer of this Warrant must comply with the requirements of this Section 8,
and any assignee or transferee of this Warrant shall be required to accept this Warrant
subject to all rights and obligations of the Holder set forth herein. In addition, this
Warrant may not be transferred in whole or in part without compliance with all applicable
Federal and state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions reasonably satisfactory to
the Company, if such are requested by the Company). Notwithstanding anything to the
contrary herein, this Warrant is, and the securities for which it may be exercised will be,
subject to the restrictions on transfer set out in the Sixth Amended and Restated Right of
First Refusal and Co-Sale Agreement dated June 25, 2010, as amended (the “Right of First
Refusal and Co-Sale Agreement”), among the Company, the Investors (as defined therein)
and the Founders (as defined therein), except as provided in Section 3.2 of such Right of
First Refusal and Co-Sale Agreement.




     (iv) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form and subject to the provisions of this
Warrant with respect to compliance with all applicable Federal and state securities laws,
and with the limitations on assignments and transfers and contained in this Section 8, the
Company at its expense shall issue to or on the order of the Holder a new warrant or
warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder
of any applicable transfer taxes) may direct, for the number of Shares issuable upon
exercise thereof.




     (v) Compliance with Securities Laws.




     (A) The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the Shares to be issued upon exercise hereof are being acquired solely
for the Holder’s own account and not as a nominee for any other party, for
investment, and that the Holder will not offer, sell, pledge, hypothecate or
otherwise transfer or dispose of this Warrant or any Shares to be issued upon



H-5









 







exercise hereof except under circumstances that will not result in a violation
of the Securities Act or any state securities or blue sky laws.




     (B) This Warrant and all Shares issued upon exercise hereof shall be stamped or
imprinted with legends in substantially the following forms (in addition to any
legend required by state securities laws or any agreement to which the Holder is a
party):




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




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



          9. Reservation of Stock. The Company covenants that during the term this Warrant is
exercisable, the Company will reserve from its authorized and unissued Shares a






H-6









 







sufficient number of shares to provide for the-issuance of the Shares upon the exercise of
this Warrant and, from time to time, will take all steps necessary to amend its Certificate of
Incorporation (the “Charter”) to provide sufficient reserves of Shares issuable upon
exercise of the Warrant. The Company further covenants that all Shares that may be issued upon the
exercise of this Warrant, upon exercise of the rights represented by this Warrant and payment of
the Exercise Price all as set forth herein, will be duly authorized, validly issued and fully paid
and non-assessable. The Company agrees that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for the Shares upon the exercise of this Warrant.




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




          10.1 Merger, Sale of Assets, Etc.





     (i) If at any time, while this Warrant, or any portion thereof, is outstanding and
unexpired there shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the Company is not
the surviving entity, or a reverse triangular merger in which the Company is the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then, as a part of such reorganization, merger or
consolidation, if any portion of the Warrant remains unexercised prior to such
reorganization, merger or consolidation, lawful provision shall be made so that the holder
of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant,
during the periods specified herein and upon payment of the Exercise Price then in effect,
the number of shares of stock or other securities or property of the successor corporation
resulting from such reorganization, merger or consolidation, which a holder of the Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation or merger if this Warrant had been exercised immediately
before such reorganization, merger or consolidation, all subject to further adjustment as
provided in this Section 10. The foregoing provisions of this Section 10.1 shall similarly
apply to successive reorganizations, consolidations or mergers, and to the stock or
securities of any other corporation which are at the time receivable upon the exercise of
this Warrant. In all events, appropriate adjustment (as determined in good faith by the
Company’s Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder after the transaction, to the
end that the provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after that event
upon exercise of this Warrant.




     (ii) Notices of Record Date. In the event that the Company shall propose at
any time to merge with or into any other corporation, or sell, lease or convey all or
substantially all its property or business, or to liquidate, dissolve or wind up, then the
Company shall send to the holder of this Warrant at least ten (10) days’ prior written



H-7









 







notice of the date on which a record shall be taken for determining rights to vote in
respect of such event.



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




          10.3 Adjustments for Dividends in Stock or Other Securities or Property. If while
this Warrant, or any portion hereof, remains outstanding and unexpired the holders of the
securities as to which purchase rights under this Warrant exist at the time shall have received,
or, on or after the record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, other or additional stock or other securities
or property (including cash) of the Company by way of dividend, then and in each case, this Warrant
shall represent the right to acquire, in addition to the number of Shares of the security
receivable upon exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or property (including
cash) of the Company which such holder would hold on the date of such exercise had it been the
holder of record of the security receivable upon exercise of this Warrant on the date hereof and
had thereafter, during the period from the date hereof to and including the date of such exercise,
retained such shares and/or all other additional stock available by it as aforesaid during such
period, giving effect to all adjustments called for during such period by the provisions of this
Section 10.




          10.4 Adjustment for Issuance of Additional Stock. If while this Warrant, or any
portion hereof, remains outstanding and unexpired the Company shall issue any capital stock or
other securities that results in a decrease in the Conversion Price (as such term is defined in the
Company’s Amended and Restated Certificate of Incorporation) of the Company’s Series G Preferred
Stock, then concurrent with such reduction of such Conversion Price, the Exercise Price shall be
reduced to the amount of such Conversion Price.




          10.5 No Impairment. The Company will not, by any voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Section 10 and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of this Warrant against impairment.




          11. Miscellaneous.




          11.1 Governing Law. This Warrant shall be governed by and construed under the laws of
the State of Delaware as applied to agreements among Delaware residents entered into and to be
performed entirely within Delaware.







H-8









 








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




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




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




          11.5 Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be excluded from this Warrant and the
balance of the Warrant shall be interpreted as if such provision were so excluded and the balance
shall be enforceable in accordance with its terms.




[Remainder of Page Intentionally Left Blank]









H-9









 








          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers
thereunto duly authorized on [•], 2011.




	 	 	 	 	 
	 	CERES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Richard Hamilton 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








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NOTICE OF EXERCISE




To: Ceres, Inc.




          8. The undersigned hereby elects to purchase _____ shares of Common Stock, par value $.01 per
share, of Ceres, Inc. (the “Shares”), pursuant to the terms of the attached Warrant.




          9. The undersigned tenders herewith payment of the purchase price for such Shares in full:





	 	o	 	in cash
	 
	 	o	 	elects to receive a number of shares upon
exercise calculated in accordance with Section 4(c)
of the Warrant, if such section is applicable at
the date of exercise.





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




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




	 	 	 	 	 

	 

	 	 

[Name]
	 	 
	 
	 	 	 	 
	 

	 	 

[Name]
	 	 






          12. Please issue a new Warrant for the unexercised portion of the attached Warrant in the name
of the undersigned or in such other name as is specified below:




	 	 	 	 	 

	 

	 	 

[Name]
	 	 






	 	 	 	 	 

	Date:_______________, 20__

	 	____________________________
	 	 
	 

	 	[Signature]	 	 









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FORM OF ASSIGNMENT




(To be executed by the registered holder hereof)



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



	 	 	 	 	 
	 	 	Address and Jurisdiction	 	Number of Shares
	Name of Assignee	 	of Organization	 	of Common Stock
	 	 	 	 	 
	 
	 	 
	 	 





	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Signature of Registered Holder
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name of Registered Holder

(Please Print)	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






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