0000950123-11-085032 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 16th, 2011 • Ceres, Inc. • Agricultural production-crops • California

THIS EMPLOYMENT AGREEMENT, dated as of September 1, 2011 (this “Agreement”), is by and between Ceres, Inc., a Delaware corporation, and Wilfriede van Assche (the “Executive”).

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Master Research Agreement
Agreement • September 16th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS AGREEMENT is made this 19 day of May, 2006 (“Effective Date”), by and between THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).

Contract
Ceres, Inc. • September 16th, 2011 • Agricultural production-crops • Delaware

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 COMPA

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 16th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 29, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CERES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

CERES, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 16th, 2011 • Ceres, Inc. • Agricultural production-crops • California

AGREEMENT made this ____ day of ________________ ____, by and between Ceres, Inc., a Delaware corporation, and ________________, Optionee under the Corporation’s 2010 Stock Option/Stock Issuance Plan.

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