Ceres, Inc. Sample Contracts

Ceres, Inc. – BYLAWS OF CERES, INC. (August 1st, 2016)
Ceres, Inc. – CERTIFICATE OF INCORPORATION OF CERES, INC. (August 1st, 2016)
Ceres, Inc. – AGREEMENT AND PLAN OF MERGER by and among LAND O’LAKES, INC., ROMAN MERGER SUB, INC. and CERES, INC. dated as of June 16, 2016 (June 17th, 2016)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 16, 2016, is by and among LAND O’LAKES, INC., a cooperative corporation incorporated under the laws of Minnesota (“Parent”), Roman Merger Sub, Inc., a corporation incorporated under the laws of Delaware (“Merger Sub”) and CERES, INC., a corporation incorporated under the laws of Delaware (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”

Ceres, Inc. – CERES, INC. SECOND AMENDED AND RESTATED BYLAWS (June 17th, 2016)
Ceres, Inc. – TENDER AND SUPPORT AGREEMENT (June 17th, 2016)

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2016, is by and among Land O’Lakes, Inc., a cooperative corporation incorporated under the laws of Minnesota (“Parent”), Roman Merger Sub, Inc., a corporation incorporated under the laws of Delaware (“Merger Sub”) and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).

Ceres, Inc. – UNDERWRITING AGREEMENT (December 17th, 2015)

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.

Ceres, Inc. – COMMON STOCK PURCHASE WARRANT ceres, inc. (December 17th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to 19,055,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall

Ceres, Inc. – ceres, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW (December 17th, 2015)
Ceres, Inc. – COMMON STOCK PURCHASE WARRANT ceres, inc. (December 17th, 2015)

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

Ceres, Inc. – UNDERWRITING AGREEMENT (December 11th, 2015)

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.

Ceres, Inc. – ceres, inc. FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW (December 11th, 2015)
Ceres, Inc. – FORM OF INVESTOR WARRANT ceres, inc. (November 25th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“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 shall initially be issued and maintained in the form of a global security held in book-entry form and deposited with AST, as custodian on behalf of the De

Ceres, Inc. – UNDERWRITING AGREEMENT (November 25th, 2015)

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.

Ceres, Inc. – ceres, inc. FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW (November 25th, 2015)
Ceres, Inc. – Contract (November 25th, 2015)

We have acted as counsel to Ceres, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (Registration No. 333- 206718) filed with the Securities and Exchange Commission (the “Commission”) on September 1, 2015, and each amendment thereto (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) Class A Units consisting of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and warrants to purchase Common Stock (“Warrants”), (ii) Class B Units consisting of shares of the Company’s Series A-1 convertible preferred stock, par value $0.01 per share (“A-1 Preferred Stock”), and Warrants, (iii) Common Stock issuable upon conversion of the A-1 Preferred Stock (“Conversion Shares”), and (iv) Common Stock issuable upon exercise of the Warrants (“Warrant Shares”) ((i) through (iv) collectively, the “Securities”). The Securities are to be s

Ceres, Inc. – FORM OF WARRANT FOR THE REPRESENTATIVE ceres, inc. (November 25th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ 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 ______ (the “Initial Exercise Date”) and on or prior to the close of business on ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to _______ 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(iv) of the Underwriting Agreement, dated as of _______, 2015 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) as representative of the underwriters n

Ceres, Inc. – COMMON STOCK PURCHASE WARRANT ceres, inc. (August 26th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 February 26, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to ______ 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).

Ceres, Inc. – PLACEMENT AGENCY AGREEMENT (August 26th, 2015)

Introduction.   Subject to the terms and conditions herein (this “Agreement”), Ceres, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $2,100,000 of registered and unregistered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the "Common Stock”) and common stock purchase warrants (the “Warrants” and, together with the Shares and the Common Stock underlying the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc., as placement agent (“Ladenburg” or the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).

Ceres, Inc. – Contract (August 26th, 2015)

We have acted as counsel to Ceres, Inc., a Delaware corporation (the “Company”), in connection with the purchase and sale of 1,598,478 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share pursuant to the Securities Purchase Agreement, dated August 20, 2015 (the “Securities Purchase Agreement”), between the Company and each purchaser identified on the signature pages thereto.

Ceres, Inc. – SECURITIES PURCHASE AGREEMENT (August 26th, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2015, between Ceres, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Ceres, Inc. – AMENDMENT AND SUPPLEMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (August 26th, 2015)

AMENDMENT AND SUPPLEMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of August 26, 2015 (this “Agreement”) between Ceres, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “New Purchaser” and, collectively, the “New Purchasers”) (each of the Company and the New Purchasers are also referred to herein as a “Party” and collectively as the “Parties”).

Ceres, Inc. – COMMON STOCK PURCHASE WARRANT ceres, inc. (August 26th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ 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  August 26, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to 31,970 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 (i) Section 1 of the Placement Agency Agreement, dated as of August 20, 2015 (the “Placement Agency Agreement”), between the Company and Ladenburg Thalman

Ceres, Inc. – SECURITIES PURCHASE AGREEMENT (July 30th, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2015, between Ceres, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Ceres, Inc. – REGISTRATION RIGHTS AGREEMENT (July 30th, 2015)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 30, 2015, between Ceres, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Ceres, Inc. – COMMON STOCK PURCHASE WARRANT ceres, inc. (July 30th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ 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 July 30, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to 24,000 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 (i) Section 1 of the Placement Agency Agreement, dated as of July 26, 2015, between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and (ii) Section 4(a)(

Ceres, Inc. – COMMON STOCK PURCHASE WARRANT ceres, inc. (July 30th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 January 30, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceres, Inc., a Delaware corporation (the “Company”), up to 400,000 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).

Ceres, Inc. – Contract (July 30th, 2015)

We have acted as counsel to Ceres, Inc., a Delaware corporation (the “Company”), in connection with the purchase and sale of 1,200,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share pursuant to the Securities Purchase Agreement, dated July 26, 2015 (the “Securities Purchase Agreement”), between the Company and each purchaser identified on the signature pages thereto.

Ceres, Inc. – PLACEMENT AGENCY AGREEMENT (July 30th, 2015)

Introduction. Subject to the terms and conditions herein (this “Agreement”), Ceres, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $1,555,200 of registered and unregistered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the "Common Stock”) and common stock purchase warrants (the “Warrants” and, together with the Shares and the Common Stock underlying the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc., as placement agent (“Ladenburg” or the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).

Ceres, Inc. – CERES, INC. Trustee Indenture Dated as of [ ], 20[ ] (May 8th, 2015)

INDENTURE, dated as of [ ], 20[ ], between CERES, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 1535 Rancho Conejo Blvd., Thousand Oaks, California 91320, and [________] (herein called the “Trustee”).

Ceres, Inc. – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERES, INC. (April 8th, 2015)

Ceres, Inc. (the “ Corporation ”) was incorporated under and by virtue of the General Corporation Law of the State of Delaware on March 29, 1996.

Ceres, Inc. – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERES, INC. (March 11th, 2014)

Ceres, Inc. (the "Corporation") was incorporated under and by virtue of the General Corporation Law of the State of Delaware on March 29, 1996.

Ceres, Inc. – UNDERWRITING AGREEMENT between CERES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CERES, INC. UNDERWRITING AGREEMENT (March 10th, 2014)

The undersigned, Ceres, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Ceres, Inc. – Contract (March 10th, 2014)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE CLOSING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

Ceres, Inc. – UNDERWRITING AGREEMENT between CERES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CERES, INC. UNDERWRITING AGREEMENT (February 28th, 2014)

The undersigned, Ceres, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Ceres, Inc. – Ceres, Inc. (February 20th, 2014)

We have acted as counsel to Ceres, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (Registration No. 333-193556) filed with the Securities and Exchange Commission (the “Commission”) on January 24, 2014, and each amendment thereto, including the documents incorporated by reference therein (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), warrants to purchase shares of the Company’s common stock to be issued to the representative of the underwriters (the “Representative’s Warrants”) and shares of the Company’s common stock issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”). The Shares are to be sold by the Company pursuant to the terms of an underwriting agreement to be entered into between the Company and the underwriters named