SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2012, by and between Amyris, Inc., a Delaware corporation (the “Company”), and the individuals or entities listed on Schedule I hereto (each, a “Purchaser,” and collectively, the “Purchasers”).
AMYRIS, INC CONSULTING AGREEMENTConsulting Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • California
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of December 6, 2013, (the “Effective Date”) by and between Amyris, Inc., having its principal place of business located at 5885 Hollis Street, Suite 100 Emeryville, CA 94608 (the “Company”), and Steve Mills, an individual residing in the State of [*] with a principal place of residence at [*] (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on terms set forth more fully below.
FOLLOW-ON INVESTMENT AGREEMENTFollow-on Investment Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • Delaware
This Follow-On Investment Agreement (this “Agreement”) is entered into between Amyris, Inc., a Delaware corporation (the “Company”) and Biolding Investment SA (“Biolding”) on December 24, 2012.
LEASE AGREEMENTLease Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
PARAÍSO BIONERGIA S.A., a corporation with head office at Rodovia Brotas/Torrinha, km 7.5, Fazenda Paraíso, in the City of Brotas, State of São Paulo, Corporate Taxpayer Enrollment Number CNPJ/MF No. 46.363.016/0001-60, herein represented in accordance with its Articles of Incorporation and hereinafter simply referred to as “Paraíso”, “Party”, or “Lessor”, and
ADDENDUM TO LEASE AGREEMENTLease Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
PARAÍSO BIOENERGY SA liability company by shares, headquartered in Highway Brotas / Torrinha, km 7.5, PARAÍSO Farm, in the city of Brotas State of São Paulo, enrolled with the CNPJ / MF under n. º 46.363.016/0001- 60, herein represented in the form of its Constitutive Instruments, hereinafter simply called "PARAÍSO", "Party", or "Lessor", and
ASSISTANCE AGREEMENT 1. Award No. DE-EE0002869 2. Modification No. 003 3. Effective Date 12/28/2009 4. CFDA No. 81.087 5. Awarded To AMYRIS BIOTECHNOLOGIES, INC.Attn: KINKEAD REILING5885 HOLLIS STREETSUITE 100EMERYVILLE CA 946082059 6. Sponsoring...Cooperative Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • Delaware
THIRD AMENDMENT TO THE PRIVATE ACT OF NON RESIDENTIAL REALTY LEASE CONTRACTPrivate Act of Non Residential Realty Lease Contract • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
By the present Third Amendment to the Private Act of Non Residential Realty Lease Contract (the “Third Amendment”) and in the best form of the law, the below designated parties (jointly, the “Parties”):
AMYRIS, INC. AMENDMENT NO. 2 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • California
This Amendment No. 2 to the Amended and Restated Investors' Rights Agreement (this “Amendment”) is made and entered into as of December 24, 2012, by and among Amyris, Inc., a Delaware corporation (the “Company”), the Investors and the Common Holders.
LICENSE AGREEMENTLicense Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • New York
AMYRIS, INC. AMENDMENT NO. 5 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • California
This Amendment No. 5 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of December 24, 2013, by and among Amyris, Inc., a Delaware corporation (the “Company”), the Investors and the Common Holders.
MODIFICATION TO TECHNOLOGY INVESTMENT AGREEMENT BETWEEN AMYRIS, INC., SUITE 100 EMERYVILLE, CALIFORNIA 94608 AND THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY ARLINGTON, VA 22203-2114 CONCERNING IMPROVING DNA ASSEMBLY AND INTEGRATION ACROSS PLATFORMS...Technology Investment Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
MODIFICATION AGREEMENTModification Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
This Modification Agreement (“Modification”) made as of this 16th day of September 2013, by and between Tate & Lyle Ingredients Americas LLC (“Tate & Lyle”), a Delaware limited liability company, formerly Tate & Lyle Ingredients Americas, Inc., and Amyris, Inc. (“Amyris”), a Delaware corporation, modifies the Settlement Agreement, Termination Agreement, and Mutual Release (“Settlement”) dated the 25th day of June 2013.
TOTAL ENERGIES NOUVELLES ACTIVITÉS USAMaster Framework Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
Reference is made to that certain Master Framework Agreement, dated as of July 30, 2012, by and between Amyris, Inc., a Delaware corporation (“Amyris”), and Total Energies Nouvelles Activités USA (f/k/a Total Gas & Power USA, SAS), a société par actions simplifiée organized under the laws of the Republic of France (“Total”) (the “Framework Agreement”), and that certain Securities Purchase Agreement, dated as of July 30, 2012, by and among Amyris and Total (the “Total Purchase Agreement”). Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Framework Agreement or the Total Purchase Agreement, as applicable.
AMYRIS, INC. AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND TRANCHE I NOTE AMENDMENT AGREEMENTSecurities Purchase Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • Delaware
This Amendment No. 2 to Securities Purchase Agreement and Tranche I Note Amendment Agreement (this “Amendment”) is made and entered into as of December 24, 2013, by and among Amyris, Inc., a Delaware corporation (the “Company”), and each of Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) (“Total”), Maxwell (Mauritius) Pte Ltd (“Temasek”) and the other Purchasers signatory hereto.
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...Escrow Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
EXECUTION COPY Dated December 2, 2013 Total Energies Nouvelles Activités USAandAmyris, Inc.andStichting Total Amyris BioSolutions(as Escrow Agent) ESCROW AGREEMENTrelating to shares in Total Amyris BioSolutions B.V. Linklaters LLPWorld Trade Centre AmsterdamZuidplein 1801077 XV Amsterdam Telefoon (+31) 20 799 6200 Telefax (+31) 20 799 6300 Ref BJK/PS/L-201990
TOTAL ENERGIES NOUVELLES ACTIVITES USALetter Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
Reference is made to that certain Letter Agreement by and between Amyris and Total, dated as of October 4, 2013, (the “Letter Agreement”). Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Letter Agreement. Amyris and Total hereby agree that all references to December 2, 2013 in the Letter Agreement are hereby amended and restated to refer to December 3, 2013.
TOTAL ENERGIES NOUVELLES ACTIVITES USAMaster Framework Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals
Reference is made to that certain Master Framework Agreement, dated as of July 30, 2012, by and between Amyris, Inc., a Delaware corporation (“Amyris”), and Total Energies Nouvelles Activités USA (f/k/a Total Gas & Power USA, SAS), a société par actions simplifiée organized under the laws of the Republic of France (“Total”) (the “Framework Agreement”), that certain Securities Purchase Agreement, dated as of July 30, 2012, by and among Amyris and Total (the “Total Purchase Agreement”) and that certain Letter Agreement by and between Total, Amyris and Maxwell (Mauritius) Pte Ltd (“Maxwell”), dated as of August 8, 2013 (the “Letter Agreement”). Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Framework Agreement or the Total Purchase Agreement, as applicable.
AMYRIS, INC. AMENDMENT NO. 4 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • California
This Amendment No. 4 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of October 16, 2013, by and among Amyris, Inc., a Delaware corporation (the “Company”), the Investors and the Common Holders.
AMYRIS, INC. AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • Delaware
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is made and entered into as of October 16, 2013, by and among Amyris, Inc., a Delaware corporation (the “Company”), and each of Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) (“Total”) and Maxwell (Mauritius) Pte Ltd (“Temasek”).
AMENDED AND RESTATED MASTER FRAMEWORK AGREEMENTMaster Framework Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • New York
This AMENDED AND RESTATED MASTER FRAMEWORK AGREEMENT (this “Master Agreement”) is made and entered into as of December 2, 2013, by and between Amyris, Inc., a Delaware corporation (“Amyris”), and Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS), a société par actions simplifiée organized under the laws of the Republic of France (“Total”), and amends and restates the Master Framework Agreement, dated as of July 30, 2012, as amended as of March 24, 2013, by and between Amyris and Total (the “Original Master Agreement”).
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...Shareholders' Agreement • April 2nd, 2014 • Amyris, Inc. • Industrial organic chemicals • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 2, 2013, is by and among Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS), a société par actions simplifiée organized under the laws of the Republic of France (“TENA USA”), Amyris, Inc., a Delaware corporation (“Amyris”), and Total Amyris BioSolutions B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (“JVCO,” and each of TENA USA, Amyris and JVCO, a “Party” and, collectively, the “Parties”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
