SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2015 • Ceres, Inc. • Agricultural production-crops • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2015 • Ceres, Inc. • Agricultural production-crops
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”).
FORM OF INVESTOR WARRANT ceres, inc.Ceres, Inc. • November 25th, 2015 • Agricultural production-crops • New York
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
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
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”.
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.
UNDERWRITING AGREEMENT between CERES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CERES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2014 • Ceres, Inc. • Agricultural production-crops • New York
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:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 25th, 2012 • Ceres, Inc. • Agricultural production-crops • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of __________, 2012, and is between Ceres, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2016 • 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 Roger I. Pennell (the “Executive”).
Master Research AgreementAgreement • January 25th, 2012 • Ceres, Inc. • Agricultural production-crops • Delaware
ContractCeres, Inc. • March 10th, 2014 • Agricultural production-crops • New York
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.
Collaboration Agreement between Institute of Grassland and Environmental Research and Ceres, Inc.Collaboration Agreement • January 25th, 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.
LICENSE AGREEMENT FOR NF/GA002License Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware
THIS AGREEMENT is made this 1st day of September 2009 (“Effective Date”), by and between THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).
COLLABORATION AGREEMENTModel Agreement • December 19th, 2011 • Ceres, Inc. • Agricultural production-crops • California
This Agreement is made effective November 15, 2007 (the “Effective Date”) by and between Ceres, Inc., a Delaware corporation with principal offices at 1535 Rancho Conejo Blvd., Thousand Oaks, CA 91320, hereinafter “Ceres,” and the Institute of Crop Sciences of the Chinese Academy of Agricultural Sciences, 12 South Zhongguanchun Street, Haidian District, Beijing 100081, People’s Republic of China, hereinafter “ICS.”
SPONSORED RESEARCH AGREEMENT between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas A&M University SystemCeres, Inc. • January 17th, 2012 • 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.”
LINE LICENSE AGREEMENT Between Ceres, Inc. and The Texas A&M University SystemCeres, Inc. • October 14th, 2011 • 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, (“LICENSEE”) and The Texas A&M University System with principal offices in College Station, Texas, (“SYSTEM”), an agency of the State of Texas, collectively referred to as “Parties” and individually as “Party.”
ContractCeres, Inc. • October 14th, 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
EXCLUSIVE LICENSE AGREEMENTSponsored Research Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops
This Exclusive License Agreement (Agreement), effective as of this day of November 1, 2001 (the “Effective Date”), is by and between Cambridge University Technical Services Ltd., an English limited company (“CUTS”) and Ceres, Inc. (“Ceres”), a Delaware corporation, having a principal place of business at 3007 Malibu Canyon Road, Malibu, California 90265.
EVALUATION, PRODUCTION AND LICENSE AGREEMENTAgreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware
THIS AGREEMENT is made this 19th 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”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 10th, 2011 • Ceres, Inc. • Agricultural production-crops • New York
per share of Common Stock are subject to adjustment from time to time as provided in Section 10 below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
CERES, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 25th, 2011 • Ceres, Inc. • Agricultural production-crops • California
Material Transfer and Evaluation Agreement between Ceres, Inc. and The Texas A&M University SystemCeres, Inc. • August 29th, 2011 • Agricultural production-crops • Texas
This material transfer and evaluation agreement (“Agreement”) is made and entered into by and between Ceres, Inc. (“CERES”), a corporation with principal offices at Thousand Oaks, California, and The Texas A&M University System (“SYSTEM”), of which Texas AgriLife Research (“TAES”), is a part, having principal offices in College Station, Texas. The parties to this Agreement are collectively referred to as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHTS AGREEMENT between Ceres, Inc. and The Texas A&M University SystemIntellectual Property Rights Agreement • December 19th, 2011 • Ceres, Inc. • Agricultural production-crops • Texas
This Amended and Restated Intellectual Property Rights 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 A&M University System (“SYSTEM”), an agency of the State of Texas, collectively referred to as “Parties” and individually as “Party.” Capitalized terms used but not defined in this Agreement have the meanings set forth in the ARSRA (as defined below).
GROUND LEASE AGREEMENT between JOHN GIESENSCHLAG and CONNIE GIESENSCHLAG, Husband and wife Landlord and CERES, INC., A Delaware Corporation Tenant Effective Date: April 1, 2008Ground Lease Agreement • July 25th, 2011 • Ceres, Inc. • Agricultural production-crops • Texas
THIS GROUND LEASE (“Lease”) is executed as of the 1st day of April, 2008, (the “Effective Date”), by and between JOHN GIESENSCHLAG and CONNIE GIESENSCHLAG, husband and wife (“Landlord”), and CERES, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENT FOR NF/GA992 AND NF/GA993License Agreement • July 5th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware
THIS AGREEMENT is made this 1st day of December, 2008 (“Effective Date”), by and between THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).
INTELLECTUAL PROPERTY RIGHTS AGREEMENT between Ceres, Inc. and The A&M University SystemIntellectual Property Rights Agreement • December 19th, 2011 • 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 A&M University System (“SYSTEM”), an agency of the State of Texas, collectively referred to as “Parties” and individually as “Party.”
LOAN AND SECURITY AGREEMENTLoan 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:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 30th, 2015 • Ceres, Inc. • Agricultural production-crops • New York
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).
Collaboration Agreement between Institute of Grassland and Environmental Research and Ceres, Inc.Collaboration Agreement • July 5th, 2011 • 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.
AMENDMENT NO. 2 TO THE MATERIAL TRANSFER AND EVALUATION AGREEMENT between Ceres, Inc. and The Texas A&M University SystemTransfer and Evaluation Agreement • January 10th, 2013 • Ceres, Inc. • Agricultural production-crops
This Amendment No. 2 is made and entered into by and between Ceres, Inc. (“CERES”), a corporation with principal offices at Thousand Oaks, California, and The Texas A&M University System (“SYSTEM”) of which Texas A&M AgriLife Research (“AGRILIFE”) is a member, both having principal offices in College Station, Texas, parties to the Material Transfer and Evaluation Agreement dated April 23, 2008 as subsequently amended on April 23, 2011.
AMENDED AND RESTATED SPONSORED RESEARCH AGREEMENT BETWEEN CERES, INC. and TEXAS AGRILIFE RESEARCHSponsored Research Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Texas
This Amended and Restated Sponsored Research Agreement (“Agreement”) is made and entered into as of September 24, 2011 (the “Effective Date”) by and between Ceres, Inc., a corporation with principal offices in Thousand Oaks, California, a Delaware corporation (“CERES”) and Texas AgriLife Research (“AGRILIFE”) with principal offices in College Station, Texas, a member of The Texas A&M University System (“TAMUS”), an agency of the State of Texas. CERES and AGRILIFE are collectively referred to as “Parties” and individually as a “Party.”
AMENDMENT VCeres, Inc. • November 26th, 2013 • Agricultural production-crops
to the SCHEDULE 1 between the Institute of Biological, Environmental and Rural Sciences (“IBERS”) of Aberystwyth University and Ceres, Inc. (“CERES”) and dated April 1, 2007, as amended (“Schedule 1”).
EXCLUSIVE CONSULTANCY AGREEMENTExclusive Consultancy Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • California
AGRICULTURAL LEASEAgricultural Lease • May 23rd, 2011 • Ceres, Inc. • Texas
THIS AGRICULTURAL LEASE (“Lease”) is executed as of the 1st day of April, 2008 (the “Effective Date”), by and between JOHN GIESENSCHLAG and CONNIE GIESENSCHLAG, husband and wife (“Landlord”), and CERES, INC., a Delaware corporation (‘Tenant”).
AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCKWarrant 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”).
