definiens: means the occurrence of any of the following with respect to AMYRIS : ( i ) theconsolidation of AMYRIS with, or the merger of AMYRIS with or into, another ( as such term is used in Rule13d-3 and Rule 13d-5 of the Exchange Act ), or the sale, lease, transfer, conveyance or other disposition, in one or aseries of related transactions, of all or substantially all of the assets of the AMYRIS and its subsidiaries taken as awhole, or the consolidation of another with, or the merger of another into, AMYRIS, other than ineach case pursuant to a transaction in which the that ( as such term is defined in Rule13d-3 and Rule 13d-5 under the Exchange Act ), directly or indirectly, the Voting Shares of AMYRIS immediately priorto the transaction, directly or indirectly, Voting Shares representing at least a majority of the totalvoting power of all outstanding classes of voting stock of the surviving or transferee person ; ( ii ) the adoption byAMYRIS of a plan relating to the liquidation or dissolution of AMYRIS, ( iii ) the consummation of any transaction(including any merger or consolidation ) the result of which is that any becomes the directlyor indirectly, of more than 50 % of the Voting Shares of the AMYRIS ( measured by voting power rather than number ofshares ) ; or 4 CONFIDENTIAL(iv ) the first day on which a majority of the members of the AMYRIS board of directors does not consist of ContinuingDirectors . As used in this definition, of any Person means capital shares or capital stock of suchPerson which ordinarily has voting power for the election of directors ( or persons performing similar functions ) of suchPerson, whether at all times or only so long as no senior class of securities has such voting power by reason of anycontingency . As used in this definition, means, as of any date of determination, any memberof the AMYRIS board of directors who ( i ) was a member of the AMYRIS Board of Directors on July 31, 2012 or ( ii)was nominated for election or elected to the AMYRIS board of directors with the approval of a majority of theContinuing Directors who were members of the AMYRIS board of directors at the time of such nomination or electionand who voted with respect to such nomination or election ; provided that a majority of the members of the AMYRISboard of directors voting with respect thereto shall at the time have been Continuing Directors