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”).
COMMON STOCK PURCHASE WARRANT ceres, inc.Ceres, Inc. • August 26th, 2015 • Agricultural production-crops
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).
COMMON STOCK PURCHASE WARRANT ceres, inc.Placement Agency Agreement • August 26th, 2015 • Ceres, Inc. • Agricultural production-crops
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 Thalmann &
AMENDMENT AND SUPPLEMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2015 • Ceres, Inc. • Agricultural production-crops • New York
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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 26th, 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 $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).
