0001193125-12-477564 Sample Contracts

AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK
Warrant to Purchase Stock • November 20th, 2012 • Ceres, Inc. • Agricultural production-crops

This Amendment No. 1 to Warrant to Purchase Stock (“Amendment”) is entered into as of June 20, 2012 between SVB Financial Group (“Holder”) and Ceres, Inc. (“Company”).

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EXCLUSIVE CONSULTANCY AGREEMENT
Exclusive Consultancy Agreement • November 20th, 2012 • Ceres, Inc. • Agricultural production-crops • California
AMENDMENT IV
The Collaboration Agreement • November 20th, 2012 • Ceres, Inc. • Agricultural production-crops

to the Collaboration Agreement effective as of November 15, 2007 between Ceres, Inc. and Institute of Crop Sciences of the Chinese Academy of Agricultural Sciences, as amended (the “Agreement”).

AMENDMENT NO. 1 TO LINE LICENSE AGREEMENT between Ceres, Inc. and The Texas A&M University System
Line License Agreement • November 20th, 2012 • Ceres, Inc. • Agricultural production-crops

This AMENDMENT NO. 1 to the LINE LICENSE AGREEMENT (“AMENDMENT NO. 1”) is made and entered into by and between Ceres, Inc., a Delaware corporation with principal offices at Thousand Oaks, California (“LICENSEE”), and The Texas A&M University System of which Texas AgriLife Research (“AGRILIFE”) is a member, having principal offices in College Station, Texas (“SYSTEM”).

AMENDMENT NO. 2 TO WARRANT TO PURCHASE STOCK
Warrant to Purchase Stock • November 20th, 2012 • Ceres, Inc. • Agricultural production-crops

This Amendment No. 2 to Warrant to Purchase Stock (“Amendment”) is entered into as of June 20, 2012 between SVB Financial Group (“Holder”) and Ceres, Inc. (“Company”).

Contract
Ceres, Inc. • November 20th, 2012 • 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

AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK
Warrant to Purchase Stock • November 20th, 2012 • Ceres, Inc. • Agricultural production-crops

This Amendment No. 1 to Warrant to Purchase Stock (“Amendment”) is entered into as of June 20, 2012 between SVB Financial Group (“Holder”) and Ceres, Inc. (“Company”).

Contract
Ceres, Inc. • November 20th, 2012 • Agricultural production-crops

Pages where confidential treatment has been requested are stamped ‘Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,’ and the confidential section has been marked as follows: [***].

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