Ceres, Inc. Common Stock, par value $0.01 Underwriting AgreementUnderwriting Agreement • January 17th, 2012 • Ceres, Inc. • Agricultural production-crops • New York
Ceres, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [______] shares and, at the election of the Underwriters, up to [______] additional shares of common stock, par value $0.01 (“Common Stock”) of the Company. The [______] shares to be sold by the Company are herein called the “Firm Shares” and the [______] additional shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Master Research AgreementMaster Research Agreement • January 17th, 2012 • 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”).
Collaboration Agreement between Institute of Grassland and Environmental Research and Ceres, Inc.Collaboration Agreement • January 17th, 2012 • Ceres, Inc. • Agricultural production-crops • New York
THIS AGREEMENT is made this 1st day of April, 2007 (“Effective Date”), by and between INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH (“IGER”), a company limited by guarantee, registered in England No. 473456 and a registered Charity No. 272150, having an office at Plas Gogerddan, Aberystwyth, Ceredigion, SY23 3EB, United Kingdom and CERES, INC. (“CERES”), a Delaware corporation, having an office at 1535 Rancho Conejo Blvd., Thousand Oaks, California 91320, United States of America.
SPONSORED RESEARCH AGREEMENT between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas A&M University SystemSponsored Research Agreement • January 17th, 2012 • Ceres, Inc. • Agricultural production-crops • Texas
This agreement (“Agreement”) is made and entered into by and between Ceres, Inc., a corporation with principal offices in Thousand Oaks, California, a Delaware corporation (“CERES”) and The Texas Agricultural Experiment Station (“TAES”) with principal offices in College Station, Texas, a member of The Texas A&M University System (“TAMUS”), an agency of the State of Texas, collectively referred to as “Parties” and individually as “Party.”
AMENDMENT NO. 1 TO THE CONVERTIBLE SUBORDINATED PROMISSORY NOTESConvertible Subordinated Promissory Notes • January 17th, 2012 • Ceres, Inc. • Agricultural production-crops • New York
This Amendment No. 1 (this “Amendment”) to the Convertible Subordinated Promissory Notes issued on August 1, 2011 to the holders and in the principal amounts set forth on Exhibit A hereto (as amended, the “Convertible Notes”), is made between Ceres, Inc., a Delaware corporation (the “Company”), and each of Rothschild Trust Guernsey Limited as Trustee F/B/O The Ambergate Trust (the “Trust”), Gimv N.V. (“Gimv”), Adviesbeheer Gimv Life Sciences 2004 N.V. (“Adviesbeheer”), Artal Luxembourg S.A. (“Artal”), H&Q Healthcare Investors (“H&Q Healthcare”), H&Q Life Sciences Investors (“H&Q Life Sciences”), Warburg Pincus Private Equity IX, L.P. (“Warburg Pincus”), The Kiley Revocable Trust (“Kiley”) and the Edmund and Ellen Olivier Revocable Family Trust (“Olivier”) (each of Trust, Gimv, Adviesbeheer, Artal, H&Q Healthcare, H&Q Life Sciences, Warburg Pincus, Kiley and Olivier are referred to herein individually as a “Noteholder” and, collectively, as the “Noteholders”).
ContractWarrant Agreement • January 17th, 2012 • Ceres, Inc. • 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
