exv4w3







Exhibit 4.3



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, The Samuel Roberts Noble Foundation, Inc., an
Oklahoma nonprofit 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 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 400,000
shares (the “Shares”) of Common Stock.




          2. Term of Warrant. This Warrant shall become exercisable in equal installments of
100,000 Shares (each an “Installment”) on each of May 19, 2009, May 19, 2011, May 19, 2013
and May 19, 2015 (each an “Exercise Date”) and shall remain exercisable for a period of two
(2) years from the applicable Exercise Date (each an “Exercise Period”). Nothing to the
contrary withstanding, this Warrant shall terminate upon and may no longer be exercised after the
earliest to occur of: (i) the termination for any reason of the Master Research Agreement dated
May 19, 2006 between the Company and the Holder (the “Master Research Agreement”), (ii) the
termination of the Holder’s exclusivity obligations under Section 14.1 and/or 14.2 of the Master
Research Agreement, or (iii) two years after each Exercise Date with respect to the applicable
Installment. In addition, in the event 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 shall own at least 51% of the capital stock of such other corporation
immediately after such merger, consolidation or sale, the Company’s Board of Directors shall have
the right, at its sole discretion and prior to such merger, consolidation or sale, to declare any
remaining Installment of the Warrant immediately exercisable by the Holder.




          3. Exercise Price. The exercise price shall be $10.00 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
applicable Exercise Period, 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 any Installment of 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



2









 






other terms and conditions of such amended Warrant shall be identical to those
contained herein.




     (c) Upon the first exercise of this Warrant in whole or in part on or after the first
Exercise Date, as provided in Section 2, the Holder shall execute and become a party to (i)
the Amended and Restated Right of First Refusal and Co-Sale Agreement dated April 22, 2002,
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), and (ii) the
Fourth Amended and Restated Investors’ Rights Agreement Dated April 2, 2002 (the
“Investors’ Rights Agreement”), as amended, between the Company and the Investors
(as defined therein).




     (d) 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:



	 	 	 	 	 	 	 	 	 

	 

	 	 	 	X
	 	=
	 	Y (A-B)
	 

	 	 	 	 	 	 	 	    A
	 
	 	 	 	 	 	 	 	 
	 

	 	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 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;




(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



3









 






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




(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 warrant 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 this Warrant has been exercised as provided in Section 4(a)
hereof.




          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.



4









 






     (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; provided however, the Holder shall have the right, upon written notice to the
Company, to assign its rights and obligations under this Agreement to a third party in
conjunction with a valid assignment of the rights and obligations of the Holder under the
Master Research Agreement to such third party. 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).




     (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 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.




     (i) 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.




     (ii) The Holder of this Warrant is an “accredited investor” (as defined in Rule
501(a) of Regulation D under the Securities Act).




     (iii) 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):



5









 






     (A) “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.”




     (B) “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






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) of the Company, (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. If the per share consideration payable to the holder hereof for shares in
connection with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the Company’s
Board of Directors. 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






7









 







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 therefore 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 (other
than 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 (other than 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 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.







8









 








          11.4 Waiver; Consent. Any term of this Warrant may be amended with the written consent
of the Company and the Holder. 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.




          11.6 Deliveries by the Company. The Company has provided to the Holder true and
correct copies of the Right of First Refusal and Co-Sale Agreement and the Investors’ Rights
Agreement. During the term this Warrant is exercisable, the Company shall voluntarily deliver to
the Holder the then current versions of the Right of First Refusal and Co-Sale Agreement and the
Investors’ Rights Agreement.




[Remainder of Page Intentionally Left Blank]








9









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers
thereunto duly authorized on November 28, 2006.



	 	 	 	 	 
	 	CERES, INC.

 	 
	 	By:  	/s/ Richard Hamilton
 	 
	 	 	Name:  	Richard Hamilton 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	THE SAMUEL ROBERTS NOBLE 

FOUNDATION, INC.

 	 
	 	By:  	/s/ Michael A. Cawley
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



NOTICE OF EXERCISE



To: Ceres, Inc.




          (1) 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.




          (2) 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(d) of the Warrant, if
such section is applicable at the date of exercise.





          (3) 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.




          (4) 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]
	 	 






          (5) 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]
	 	 






 









 






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:



                                        






 









 








AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES OF COMMON STOCK




     This Amendment No. 1 to Warrant to Purchase Shares of Common Stock (“Amendment”) is entered
into as of July 21, 2011 between The Samuel Roberts Noble Foundation, Inc. (“Holder”) and Ceres,
Inc. (“Company”).



     Reference is made to that certain Warrant to Purchase Shares of Common Stock (the “Warrant”)
issued by Company in favor of Holder having the issue date of November 28, 2006. Terms defined the
Warrant are used herein as therein defined.



     In connection with the Company’s negotiation of a Portfolio License Agreement with The Samuel
Roberts Noble Foundation, Inc., the Company agreed on June 20, 2011 to extend the Term of the
Warrant, and, therefore, accordingly, the parties hereby agree to amend Article 2 Term of
Warrant of the Warrant in its entirety so as to read as follows:




“2. Term of Warrant. This Warrant shall become exercisable in equal
installments of 100,000 Shares (each an “Installment”) on each of May 19, 2009, May
19, 2011, May 19, 2013 and May 19, 2015 (each an “Exercise Date”) and shall remain
exercisable until the earliest of (i) a period of five (5) years from the applicable
Exercise Date or (ii) May 18, 2017 (each an “Exercise Period”). Nothing to the
contrary withstanding, this Warrant shall terminate upon and may no longer be
exercised after the earliest to occur of: (i) the termination for any reason of the
Master Research Agreement dated May 19, 2006 between the Company and the Holder (the
“Master Research Agreement”), (ii) the termination of the Holder’s exclusivity
obligations under Section 14.1 and/or 14.2 of the Master Research Agreement, (iii)
five (5) years after each Exercise Date with respect to the applicable Installment,
or (iv) May 18, 2017. In addition, in the event 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 shall own at least 51%
of the capital stock of such other corporation immediately after such merger,
consolidation or sale, the Company’s Board of Directors shall have the right, at its
sole discretion and prior to such merger, consolidation or sale, to declare any
remaining Installment of the Warrant immediately exercisable by the Holder.”




This Amendment shall be effective as of May 18, 2011.



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



 









 





Amendment
No. 1 To Warrant




	 	 	 	 	 	 	 	 	 

	Company:	 	Holder:	 	 
	 
	 	 	 	 	 	 	 	 
	Ceres, Inc.	 	The Samuel Roberts Noble Foundation, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By 

Name:

	 	/s/ Paul Kuc
 

Paul Kuc
	 	By:

Name:
	 	/s/ Michael A. Cawley
 

Michael A. Cawley
	 	 
	Title:

	 	Chief Financial Officer
	 	Title:
	 	President & CEO	 	






Ceres, Inc.




	 	 	 	 	 

	By 

Name:

	 	/s/ Richard Hamilton
 

Richard Hamilton
	 	 
	Title:

	 	President & Chief Executive Officer	 	 







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