Note pUrchase AGREEMENTNote Purchase Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • California
This Note Purchase Agreement (this “Agreement”) is made as of October 27, 2016 (the “Effective Date”) by and among Amyris, Inc., a Delaware corporation (the “Company”), and the individuals or entities listed on Schedule I hereto (each, a “Purchaser,” and collectively, the “Purchasers”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • Delaware
THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2016 (the “Effective Date”), by and between (i) Amyris, Inc., a Delaware corporation having its principal place of business at 5885 Hollis Street, Suite 100, Emeryville, California 94608, USA (“Amyris”), and (ii) Nikko Chemicals Co., Ltd., a Japanese corporation having its principal place of business at 1-4-8, Nihonbashi-Bakurocho, Chuo-ku, Tokyo 103-0002, Japan (“Nikko Chemicals”) and Nippon Surfactant Industries Co., Ltd., a Japanese corporation having its principal place of business at 7-14 Hiraidekogyodanchi, Utsunomiya, Tochigi 321-0905 (“Nissa” and, together with Nikko Chemicals, “Nikko”). Amyris and Nikko are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” In case of Nikko, the Party’s rights and obligations are allocated to Nikko Chemicals and Nissa on an 80%/20% basis unless otherwise expressly stated.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...LLC Operating Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • Delaware
THIS FIRST AMENDED AND RESTATED LLC OPERATING AGREEMENT (this “Agreement”) of ABC LLC (the “Company”) is made and entered into as of December 6, 2016 (the “Effective Date”), by and between (i) Amyris, Inc., a Delaware corporation (“Amyris”), and (ii) Nikko Chemical Co., Ltd., a Japanese corporation (“Nikko Chemicals”) and Nippon Surfactant Industries Co., Ltd., a Japanese corporation (“Nissa” and, together with Nikko Chemicals, “Nikko”). Amyris and Nikko are sometimes referred to herein collectively as the “Members” and each individually as a “Member.” In case of Nikko, the Member’s rights and obligations are allocated to Nikko Chemicals and Nissa on an 80%/20% basis unless otherwise expressly stated. Any capitalized terms used but not defined herein shall have the meaning set forth in Exhibit A.
PURCHASE AND SALE AGREEMENT BY AND AMONG SALISBURY PARTNERS, LLC, GLYCOTECH, INC. AND AMYRIS, INC. NOVEMBER 10, 2016 SCHEDULESPurchase and Sale Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • North Carolina
CREDIT AGREEMENTCredit Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • Delaware
This CREDIT AGREEMENT, dated as of 26 October 2016 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into by and between AMYRIS, INC., a Delaware corporation, whose principal place of business is 5885 Hollis Street, Ste. 100, Emeryville, California 94608 (the “Company”), and GUANFU HOLDING CO., LTD., a company duly established and validly existing under the laws of the People’s Republic of China, whose registered address is Tuban Village, Xunzhong Town, Dehua, Quanzhou City, Fujian Province (the “Lender”). In order to fulfill this Credit Agreement, Lender is about to make its subsidiary be the entity to accomplish the obligations and as the Lender, so “Lender” hereinafter refers to “Guanfu or its subsidiary”.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Technology Investment Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals
All provisions, terms, and conditions set forth in this Agreement are applicable and in full force and effect except as specified otherwise herein.
October 6, 2016 Amyris, Inc.Loan and Security Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • California
Amendment #1 to Collaboration AGREEMENTCollaboration Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals
THIS AMENDMENT #1 TO COLLABORATION AGREEMENT (“First Amendment”) is made and entered into as of July 1, 2015 (the “First Amendment Effective Date”) by and between Amyris, Inc., having its principal place of business located at 5885 Hollis St, Suite 100, Emeryville, CA 94608 USA (“Amyris”), and Firmenich SA, having its registered place of business at 1, route des Jeunes, 1208 Geneva Switzerland (“Firmenich”).
Exchange AgreementExchange Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • New York
Amyris, Inc., a Delaware corporation (the “Company”), is offering the opportunity for existing beneficial owners (each, an “Investor” and collectively, the “Investors”) of the Company’s 3% Senior Unsecured Convertible Notes due 2017 (the “Old Notes”) to exchange Old Notes (the “Exchange Offer”) for the Company’s 9.50% Convertible Senior Notes due 2019 (the “New Notes”) pursuant and subject to the terms and conditions set forth in this Exchange Agreement.
ContractNote • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • Delaware
THIS NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Cooperation Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals • Delaware
This COOPERATION AGREEMENT (this “Agreement”), dated as of 26 October 2016, is entered into by and between Nenter & Co., Inc., a company duly established and validly existing under the laws of the People’s Republic of China, whose registered address is 197 Oriental Road, High Tech Development Zone, Jingzhou City, Hubei Province, 434000, China (“Nenter”) and Amyris, Inc., a company duly established and validly existing under the laws of the State of Delaware, United States of America, whose address is 5885 Hollis Street, Ste. 100, Emeryville, CA 94608 (“Amyris”) (each of Nenter and Amyris may be referred to herein as a “Party” and collectively, as the “Parties”).
TERMINATION AGREEMENT REGARDING THE AMENDED AND RESTATED MASTER FRAMEWORK AGREEMENTTermination Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals
This Termination Agreement regarding the Amended and Restated Master Framework Agreement (this “Termination Agreement”) is made and entered into as of March 21, 2016 (“Effective Date”), by and between Amyris, Inc., a Delaware corporation (“Amyris”), and Total Energies Nouvelles Activités USA, SAS (formerly known as Total Gas & Power USA, SAS), a société par actions simplifiée organized under the laws of the Republic of France (“Total”) (Amyris and Total, each a “Party” and together the “Parties”).
AMENDMENT #2 TO THE COLLABORATION AGREEMENTCollaboration Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals
This Amendment #2 to the Collaboration Agreement (the “Second Amendment”) is entered into on November 23, 2016 (the “Second Amendment Effective Date”) between Amyris, Inc. and Firmenich SA.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Technology Investment Agreement • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals
In order to provide incremental funding and amend documents to reflect the funding increase, and incorporate changes in Attachment (I) Statement of Work and Attachment (3) to align milestone dates, the following administrative changes are made:
PURCHASE MONEY PROMISSORY NOTEPurchase Money Promissory Note • April 17th, 2017 • Amyris, Inc. • Industrial organic chemicals
FOR VALUE RECEIVED, AMYRIS, INC., a Delaware corporation (“Borrower”), promises to pay to NIKKO CHEMICALS CO., LTD., a Japanese company (“Lender”), the principal sum of THREE MILLION NINE HUNDRED THOUSAND and 00/100 DOLLARS ($3,900,000.00), with interest at the fixed rate of five percent (5.0%) per annum on the unpaid balance until paid or until default, both principal and interest payable in lawful money of the United States of America, at the office of Lender at 1-4-8, Nihonbashi-Bakurocho, Chuo-ku, Tokyo 103-0002, Japan, or at such place as the legal holder hereof may designate in writing. The principal and interest shall be due and payable as follows:
