Our common stock is listed on The Nasdaq Capital Market under the trading symbol
CERE.
We have agreed that, without the prior written consent of the representatives, on behalf of the underwriters, we will
not, and will not publicly disclose an intention to, during the period ending 60 days after the date of this prospectus supplement, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our
common stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or
exercisable or exchangeable for common stock.
The restrictions described in the immediately preceding paragraph do not apply to us in
certain circumstances, including:
(1) the issuance by us of shares of common stock to be sold in this offering;
(2) the issuance by us of shares of common stock upon the exercise of an option pursuant to stock plans or a warrant or the conversion of a
security, in each case outstanding on the date of the underwriting agreement and described in this prospectus supplement;
(3) the grant
or issuance by us, or exercise or settlement (in cash, shares of common stock or otherwise) of options, restricted stock awards, restricted stock units or any other type of equity award to our employees, officers, directors, advisors, or consultants
pursuant to the terms of an employee benefit plan described in this prospectus supplement;
(4) our filing of a registration statement
with the Securities and Exchange Commission on Form S-8 with respect to employee benefit plans issued under stock plans described in this prospectus supplement;
(5) the sale or issuance of or entry into an agreement to sell or issue shares of common stock or securities convertible into or exercisable
for common stock by us in connection with any (a) merger, (b) acquisition of securities, businesses, property or other assets, (c) joint ventures, (d) strategic alliances, (e) equipment leasing arrangements or (f) any term
loan or revolving credit facility, provided that the aggregate number of shares of common stock or securities convertible into or exercisable for common stock that we may issue pursuant to this clause (5) shall not exceed 5% of the outstanding
shares of our common stock immediately following the closing of this offering, provided that such recipients enter into a lock-up agreement with the underwriters; and
(6) the issuance by us of the notes pursuant to the Concurrent Convertible Notes Offering and the issuance of shares of our common stock upon
the conversion of any notes.
Our directors and officers and certain of our securityholders have agreed that, subject to certain
exceptions, without the prior written consent of the representatives, on behalf of the underwriters, they will not, during the period ending 60 days (or 45 days, in the case of Bain and Pfizer) after the date of this prospectus supplement (the
restricted period), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of,
directly or indirectly, any shares of our common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other or any securities convertible into or exercisable or exchangeable
for shares of common stock, (2) enter into any swap or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other
derivative transaction or instrument, however described or defined) which is designed to or which reasonably
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