COMMON STOCK PURCHASE WARRANT ceres, inc.Ceres, Inc. • December 17th, 2015 • Agricultural production-crops
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LADENBURG THALMANN & CO. INC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 17, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on December 14, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to 335,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section 2.3(v) of the Underwriting Agreement, dated as of December 15, 2015 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenbu
UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2015 • Ceres, Inc. • Agricultural production-crops • New York
The undersigned, CERES, INC., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which LADENBURG THALMANN & CO. INC. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters set forth on Schedule I other than the Representative, references herein to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
