EXHIBIT 10.2


 


April 18, 2017


 


STRICTLY CONFIDENTIAL


 


Ms. Kathleen Valiasek


Chief Financial Officer


Amyris, Inc.


5885 Hollis Street, Suite 100


Emeryville, California 94608


 


Dear Ms. Valiasek:


 


This letter agreement (this “Agreement”)
constitutes the agreement between Amyris, Inc. (the “Company”) and Rodman & Renshaw, a unit of H.C. Wainwright
& Co., LLC (“Rodman”), that Rodman shall serve as the exclusive agent, advisor or underwriter in any offering
(each, an “Offering”) of securities of the Company (“Securities”) during the Term (as defined
below) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed
upon by the Company and Rodman and nothing herein implies that Rodman would have the power or authority to bind the Company and
nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Rodman’s
assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of
the Company as Rodman deems appropriate under the circumstances and to the receipt of all internal approvals of Rodman in connection
with the transaction. The Company expressly acknowledges and agrees that Rodman’s involvement in an Offering is strictly
on a reasonable best efforts basis and that the consummation of an Offering will be subject to, among other things, market conditions.
The execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities and does not ensure a successful
Offering of the Securities or the success of Rodman with respect to securing any other financing on behalf of the Company. Rodman
may retain other brokers, dealers, agents or underwriters on its behalf in connection with an Offering.


 


A.                
Compensation; Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate
Rodman as follows:


 


1.                 
Cash Fee. The Company shall pay to Rodman a cash fee, or as to an underwritten Offering an underwriter discount, equal to:


(i) 7.0% of the aggregate gross proceeds raised in each
Offering from investors introduced by Rodman;


(ii) 3.5% of the face amount of existing debt (plus any
accrued interest) exchanged by the holders thereof for Securities in each Offering; and


(iii) 1.0% of the aggregate gross proceeds raised from Koninklijke
DSM N.V. in the first Offering completed under this Agreement.


 


2.                 
Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Rodman a non-accountable expense
allowance of $125,000 (provided, however, that such reimbursement amount in no way limits or impairs the indemnification
and contribution provisions of this Agreement).


 


 


 


 









430 Park Avenue | New York, New York 10022 | 212.356.0500


Security services provided by H.C. Wainwright & Co., LLC | Member:
FINRA/SIPC











     


     

    

 


 


B.                
Term and Termination of Engagement; Exclusivity. The term of Rodman’s exclusive engagement will begin on the date
hereof and end two months after the date hereof (the “Term”). Notwithstanding anything to the contrary contained
herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and
contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination
of this Agreement. During Rodman’s engagement hereunder: (i) the Company will not, and will not permit its representatives
to, other than in coordination with Rodman, contact or solicit institutions, corporations or other entities or individuals as potential
purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering.
Furthermore, the Company agrees that during Rodman’s engagement hereunder, all inquiries, whether direct or indirect, from
prospective investors will be referred to Rodman and will be deemed to have been contacted by Rodman in connection with an Offering.
Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s
fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.


 


C.                
Information; Reliance. The Company shall furnish, or cause to be furnished, to Rodman all information requested by Rodman
for the purpose of rendering services hereunder (all such information being the “Information”). In addition,
the Company agrees to make available to Rodman upon request from time to time the officers, directors, accountants, counsel and
other advisors of the Company. The Company recognizes and confirms that Rodman (a) will use and rely on the Information, including
any documents provided to investors in each Offering (the “Offering Documents” which shall include any Purchase
Agreements (as defined below)), and on information available from generally recognized public sources in performing the services
contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy
or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of
any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Rodman or its representatives
to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken
by Rodman thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Rodman,
the Company shall deliver such legal letters, comfort letters and officer’s certificates, all in form and substance satisfactory
to Rodman and its counsel as is customary for such Offering. Rodman shall be a third party beneficiary of any representations,
warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties,
covenants and closing conditions made to any investor in an Offering.


 


D.                
Related Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


1.                 
Underwritten Offering. If an Offering is an underwritten Offering, the Company and Rodman shall enter into a customary underwriting
agreement in form and substance satisfactory to Rodman and its counsel.


 


2.                 
Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering
will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a
form reasonably satisfactory to the Company and Rodman. Prior to the signing of any Purchase Agreement, officers of the Company
with responsibility for financial affairs will be available to answer inquiries from prospective investors.


 






    	2



     

    

 


3.                 
Escrow and Settlement. In respect of each Offering, the Company and Rodman shall enter into an escrow agreement with a third
party escrow agent, which may also be Rodman’s clearing agent, pursuant to which Rodman’s compensation and expenses
shall be paid from the gross proceeds of the Securities sold. If the Offering is settled in whole or in part via delivery versus
payment (“DVP”), Rodman shall arrange for its clearing agent to provide the funds to facilitate such settlement. The
Company shall bear the cost of the escrow agent and shall reimburse Rodman for the actual out of pocket cost of such clearing agent
settlement and financing, if any.


 


4.                 
FINRA Amendments. Notwithstanding anything herein to the contrary, in the event that Rodman determines that any of the terms
provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall
agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of Rodman
to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.


 


E.                 
Confidentiality. In the event of the consummation or public announcement of any Offering, Rodman shall have the right to
disclose its participation in such Offering, including, without limitation, the Offering at its cost of “tombstone”
advertisements in financial and other newspapers and journals.


 


F.                 
Indemnity.


 


1.       In
connection with the Company’s engagement of Rodman as Offering agent, the Company hereby agrees to indemnify and hold harmless
Rodman and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents and employees
of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions,
suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the
reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A) related to or
arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be
made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s
engagement of Rodman, or (B) otherwise relate to or arise out of Rodman’s activities on the Company’s behalf under
Rodman’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees
and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such
claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified
Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted
from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees
that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of
Rodman except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful
misconduct.


 


2.       The
Company further agrees that it will not, without the prior written consent of Rodman, settle, compromise or consent to the entry
of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not
any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an
unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 






    	3



     

    

 


3.       Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which
indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of
such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have
hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses.
If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including
the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel.
In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present
such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and
the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it
or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may
employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable
fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to
defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation,
to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be
fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and
all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which
the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her
or its own counsel therefor at his, her or its own expense.


 


4.       The
Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason
then (whether or not Rodman is the Indemnified Person), the Company and Rodman shall contribute to the Claim for which such indemnity
is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and
Rodman on the other, in connection with Rodman’s engagement referred to above, subject to the limitation that in no event
shall the amount of Rodman’s contribution to such Claim exceed the amount of fees actually received by Rodman from the Company
pursuant to Rodman’s engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and
Rodman on the other, with respect to Rodman’s engagement shall be deemed to be in the same proportion as (a) the total value
paid or proposed to be paid or received by the Company pursuant to the applicable Offering (whether or not consummated) for which
Rodman is engaged to render services bears to (b) the fee paid or proposed to be paid to Rodman in connection with such engagement.


 


5.       The
Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall
in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall
be effective whether or not the Company is at fault in any way.


 


G.                
Limitation of Engagement to the Company. The Company acknowledges that Rodman has been retained only by the Company, that
Rodman is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the
Company’s engagement of Rodman is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder,
owner or partner of the Company or any other person not a party hereto as against Rodman or any of its affiliates, or any of its
or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section
20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Rodman, no one other than the Company is authorized to rely upon this Agreement or any other statements
or conduct of Rodman, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges
that any recommendation or advice, written or oral, given by Rodman to the Company in connection with Rodman’s engagement
is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or
be used or relied upon for any other purpose. Rodman shall not have the authority to make any commitment binding on the Company.
The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Rodman.


 






    	4



     

    

 


H.                
Limitation of Rodman’s Liability to the Company. Rodman and the Company further agree that neither Rodman nor any
of its affiliates or any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security
holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in
contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable
relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to act by Rodman and that are finally judicially determined
to have resulted solely from the gross negligence or willful misconduct of Rodman.


 


I.                   
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination
of this Agreement, will be heard only in the state or federal courts located in the City of New York, State of New York. The parties
hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York.
The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting
in the City and State of New York. In the event Rodman or any Indemnified Person is successful in any action, or suit against the
Company, arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have and recover
from the Company the costs and expenses incurred in connection therewith, including its reasonable attorneys’ fees. Any rights
to trial by jury with respect to any such action, proceeding or suit are hereby waived by Rodman and the Company.


 


J.                  
Notices. All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax,
if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodm.com, Attention: Head of Investment Banking,
and if sent to the Company, to the address set forth on the first page hereof, Attention: Chief Financial Officer. Notices sent
by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed
received on the date of the relevant written record of receipt, and notices delivered by fax shall be deemed received as of the
date and time printed thereon by the fax machine.


 


K.                
Conflicts. The Company acknowledges that Rodman and its affiliates may have and may continue to have investment banking
and other relationships with parties other than the Company pursuant to which Rodman may acquire information of interest to the
Company. Rodman shall have no obligation to disclose such information to the Company or to use such information in connection with
any contemplated transaction.


 


L.                 
Anti-Money Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal
laws of the United States requires all financial institutions to obtain, verify and record information that identifies each person
with whom they do business. This means we must ask you for certain identifying information, including a government-issued identification
number (e.g., a U.S. taxpayer identification number) and such other information or documents that we consider appropriate to verify
your identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a
trust instrument.


 






    	5



     

    

 


M.               
Miscellaneous. The Company represents and warrants that it has all requisite power and authority to enter into and carry
out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or
conflict with any agreement, document or instrument to which it is a party or bound. This Agreement shall not be modified or amended
except in writing signed by Rodman and the Company. This Agreement shall be binding upon and inure to the benefit of both Rodman
and the Company and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement
of Rodman and the Company with respect to this Offering and supersedes any prior agreements with respect to the subject matter
hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This
Agreement may be executed in counterparts (including facsimile counterparts), each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


*********************


 


 


 


 


 


 


 






    	6



     

    

 





In acknowledgment that the foregoing correctly
sets forth the understanding reached by Rodman and the Company, please sign in the space provided below, whereupon this letter
shall constitute a binding Agreement as of the date indicated above.


 





	 	 	Very truly yours,
	 	 	 
	 	 	RODMAN & RENSHAW, A UNIT OF H.C. 

WAINWRIGHT &
CO., LLC
	 	 	 
	 	 	By 	/s/ Edward D. Silvera
	 	 	 	Name: Edward D. Silvera
	 	 	 	Title: COO
	 	 	 
	 	 	 
	 	 	 
	Accepted and Agreed:

        
	 	 
	 	 	 
	Amyris, Inc.	 	 
	 	 	 
	By 	/s/ Kathleen Valiasek	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 



 


 








 





 





 


  


7