Exhibit 4.56


 





NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY
PRECEDING THREE MONTHS MAY RESELL THIS NOTE OR A BENEFICIAL INTEREST HEREIN.


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


 


 


 



     


     


    




 


AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 





	No. A-2	 	U.S. $19,136,000
	 	 	 
	CUSIP NO.	03236M AG6	 
	ISIN NO.	US03236MAG69	 















 


Amyris, Inc., a company duly incorporated and validly existing under
the laws of the state of Delaware in the United States of America (herein called the “Company”), which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to
pay to CEDE & CO, or registered assigns, the principal sum of NINETEEN MILLION ONE HUNDRED AND THIRTY SIX THOUSAND UNITED STATES
DOLLARS (U.S. $19,136,000) (which amount may from time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary and in accordance with
the below referred Indenture) on April 15, 2019. The Principal Amount of Physical Notes and interest thereon (to the extent paid
in cash), as provided on the reverse hereof, shall be payable at the Corporate Trust Office and at any other office or agency maintained
by the Company for such purpose. In the case of cash payment, the Paying Agent will pay principal of any Note and interest thereon,
and, in the case of payment made in Common Stock, the Transfer Agent will issue Common Stock in payment of principal (or conversion)
on any Note and interest thereon, as provided on the reverse hereof, in immediately available funds, in the case of a cash payment,
or in Common Stock, in the case of payment in shares of Common Stock, to The Depository Trust Company or its nominee, as the case
may be, as the registered holder of such global note, on each Interest Payment Date, Fundamental Change Purchase Date or other
payment date, as the case may be.


 


Reference is made to the further provisions of this Note set forth
on the reverse hereof, including, without limitation, provisions giving the Holder the right to convert this Note into shares of
Common Stock of the Company and to the ability and obligation of the Company to purchase this Note upon certain events, in each
case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Capitalized terms
used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. In the case of any conflict
between this Note and the Indenture, the provisions of the Indenture shall control.


 


This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating
agent under the Indenture.


 



     


     


    




 


IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


 





	 	AMYRIS, INC. 


	 
	 	 	 	 
	 	By:	 /s/ John Melo	 
	 	 	Name: John Melo	 
	 	 	Title: President and Chief Executive Officer	 
	 	 	 	 
	 	By:	 /s/ Kathleen Valiasek	 
	 	 	Name: Kathleen Valiasek	 
	 	 	Title: Chief Financial Officer	 
	 	 	 	 
	Date: January 11, 2017	 	 	 



 






     


     


    




 


CERTIFICATE OF AUTHENTICATION


 





	 	This is one of the Notes referred to in the within-mentioned Indenture.
	 	 	 	 	 
	 	Dated: January 11, 2017	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL	 
	 	 	ASSOCIATION, as Trustee	 
	 	 	 	 	 
	 	 	By:	 /s/ Madelyn Hughes	 
	 	 	 	Authorized Signatory	 









 









     


     


    




 





AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 


This Note is one of a duly authorized issue of Notes of the Company,
designated as its 9.50% Convertible Senior Notes due 2019 (the “Notes”), initially limited in aggregate principal
amount to $57,605,000, which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee,
as custodian for the Depositary, in accordance with the rules and procedures of the Depositary and in accordance with the below
referred Indenture) all issued or to be issued under and pursuant to an Indenture dated as of October 20, 2015 (the “Indenture”)
between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), to which the Indenture
and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Indenture provides that Additional
Notes may be issued thereunder, if certain conditions are met.


 


Interest. This Note will bear interest at a rate of 9.50%
per year. Interest on this Note will accrue from, and including, October 15, 2016, or from the most recent date to which interest
has been paid or duly provided for. Interest will be payable semiannually in arrears on each Interest Payment Date, beginning April
15, 2017.


 


Method of Payment. The Company may elect to pay interest entirely
in cash or entirely in Common Stock. The Company may elect to pay interest in Common Stock, subject to the Exchange Cap limitation
in Section 6.04. If the Company elects to pay interest in cash it shall be made in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. If the Company elects to pay interest in shares of
Common Stock, the number of shares issuable will be based upon a price equal to 92.5% of the simple average of the daily VWAP per
share for Common Stock for the Averaging Period, as calculated and determined by the Company. On or before the fifth Trading Day
before the start of the applicable Averaging Period, the Company shall notify the Holders, the Trustee and the Transfer Agent of
whether it will make such interest payment in cash or in shares of Common Stock; provided that, if no such notice is given,
the Company shall be deemed to have notified the Holders that it will pay interest in cash. If the Company chooses to make such
payment in shares of Common Stock, on or before the third Trading Day following the applicable Interest Payment Date, the Company
shall (X) provided that the Transfer Agent is participating in The Depository Trust Company Fast Automated Securities Transfer
Program and the Holder or its designee has an account with DTC, credit the number of shares of Common Stock payable as an interest
payment to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program and the Holder or its designee
has an account with DTC, issue and dispatch by overnight courier to each Holder, a certificate, registered in the Company’s
share register in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder is entitled
in connection with such payment.


 


Pursuant to Section 8.03 of the Indenture and Section 2(c) of the
Registration Rights Agreement, in certain circumstances, the Holders of Notes shall be entitled to receive Additional Interest.
Payments of the Fundamental Change Repurchase Price, principal and interest that are not made when due will accrue interest per
annum at the then-applicable interest rate for the Notes from the required date of payment.


 


Interest will be paid to the person in whose name a Note is
registered at the Close of Business on the April 1 or October 1 (whether or not such date is a Business Day), as the case may
be, immediately preceding the relevant Interest Payment Date. Interest on the Notes will be computed on the basis of a
360-day year composed of twelve 30-day months.


 



     


     


    




 


Interest will cease to accrue on a Note upon its maturity, conversion
or repurchase in connection with a Fundamental Change.


 


Ranking. The Notes constitute a general unsecured and unsubordinated
obligation of the Company.


 


No Redemption at the Option of the Company. The Notes may
not be redeemed at the option of the Company and no sinking fund is provided for the Notes.


 


Purchase at the Option of the Holder Upon a Fundamental Change.
Subject to the terms and conditions of the Indenture, the Company shall become obligated, at the option of the Holder, to repurchase
the Notes if a Fundamental Change occurs at any time prior to the Maturity Date at 100% of the Principal Amount together with accrued
and unpaid interest to, but excluding, the Fundamental Change Purchase Date, which amount will be paid in cash.


 


Withdrawal of Fundamental Change Purchase Notice. Holders
have the right to withdraw, in whole or in part, any Fundamental Change Purchase Notice by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provisions of the Indenture, or in the case of Notes held in book entry form, in accordance
with the Applicable Procedures of DTC. The right to withdraw the Fundamental Change Purchase Notice will terminate at the Close
of Business on the Business Day immediately preceding the relevant Fundamental Change Purchase Date.


 


Payment of Fundamental Change Purchase Price. If money sufficient
to pay the Fundamental Change Purchase Price of all Notes or portions thereof to be purchased on a Fundamental Change Purchase
Date is deposited with the Paying Agent on the Fundamental Change Purchase Date, such Notes will cease to be outstanding and interest
will cease to accrue on such Notes (or portions thereof) immediately after the Close of Business on such Fundamental Change Purchase
Date, and the Holder thereof shall have no other rights as such (other than the right to receive the Fundamental Change Purchase
Price upon surrender of such Note).


 


Conversion. Subject to and upon compliance with the provisions
of the Indenture (including without limitation the conditions of conversion of this Note set forth in Article 6 thereof), the Holder
hereof has the right, at its option, to convert the Principal Amount hereof or any portion of such principal which is $1,000 or
an integral multiple of $1,000 in excess thereof, into shares of Common Stock at the Applicable Conversion Rate. The Conversion
Rate is initially 446.8707 shares of Common Stock per $1,000 Principal Amount of Notes (equivalent to an initial Conversion Price
of approximately $2.24), subject to adjustment in certain events described in the Indenture. Upon conversion, the Company will
deliver shares of Common Stock, and the Early Conversion Payment, if applicable, as set forth in the Indenture. No fractional shares
will be issued upon any conversion, but a payment in cash will be made, as provided in the Indenture, in respect of any fraction
of a share which would otherwise be issuable upon the surrender of any Notes for conversion. Notes in respect of which a Holder
is exercising its right to require repurchase on a Fundamental Change Purchase Date may be converted only if such Holder withdraws
the related election to exercise such right in accordance with the terms of the Indenture.


 


In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, transfer, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary,
shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.


 



     


     


    




 


Limitations on Issuance due to Market Regulation. Notwithstanding
any provision herein to the contrary, if the payment of interest (including Additional Interest) in Common Stock, or issuance of
shares of Common Stock upon conversion of the Notes, would result in the Company exceeding the Exchange Cap, then the Company shall
make interest payments, or settle its obligation on conversion, in cash. The Exchange Cap limitation shall not apply in the event
that the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such amount and satisfies the
requirements of NASDAQ Market Rule 5635. In the event that a Holder seeks to convert such Holder’s Notes into shares of Common
Stock in excess of the Exchange Cap, the Company will notify such Holder within three Business Days that the Exchange Cap has been
exceeded and that the Company will instead settle such amount in excess of the Exchange Cap in cash and not in shares of Common
Stock. In such case, the Company will, by wire transfer of U.S. dollars in immediately available funds to the account designated
by the Holder, pay cash to the Holder in an amount equal to the product of (x) the number of shares of Common Stock which would
have been issuable upon conversion but cannot be issued as a result of the Exchange Cap and (y) the simple average of the Daily
VWAP for Common Stock for the ten consecutive VWAP Trading Days ending on and including the VWAP Trading Day immediately prior
to the Conversion Date.


 


Acceleration of Maturity. Subject to certain exceptions in
the Indenture, if an Event of Default shall occur and be continuing, the Principal Amount plus interest through such date on all
the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.


 


Supplement Indentures with Consent of Holders; Waiver of Past
Defaults. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of not less than a majority in aggregate Principal Amount of the outstanding Notes.
The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the outstanding
Notes, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and
certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of
or applicable to this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.


 


Registration of Transfer and Exchange. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in the United States, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees.


 


No service charge shall be made for any such registration of transfer
or exchange, but the Company and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and the Registrar and any agent of the Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 






     


     


    

 





Denominations. The Notes are issuable only in registered form
in denominations of $1,000 and any integral multiple of $1,000 in excess thereof, as provided in the Indenture and subject to certain
limitations therein set forth. Notes are exchangeable for a like aggregate Principal Amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.


 


This Note and any claim, controversy or dispute arising under
or related to this Note shall be governed by and construed in accordance with the laws of the State of New York.


 


All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.