Exhibit
10.1


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


Original
Issuance Date: October 12, 2017


 


Secured
Promissory Note Date: December 22, 2017


 


SECURED
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, the undersigned, MARRONE BIO INNOVATIONS, INC., a Delaware corporation (the “Issuer”),
hereby promises to pay to DWIGHT W. ANDERSON, an individual (the “Lender”), on the Maturity Date, the
principal sum of SIX MILLION UNITED STATES DOLLARS ($6,000,000) or so much thereof as shall have been advanced by the Lender to
the Issuer as principal of the Loans under this Secured Promissory Note (as hereafter amended, restated, replaced, supplemented
or otherwise modified, this “Note”) and shall remain outstanding. This Note evidences, among other things,
the obligation of the Issuer to repay the Loans made hereunder from time to time by the Lender to the Issuer. Capitalized terms
used hereinafter and not otherwise defined have the meanings set forth in Section VI.


 


This
Secured Promissory Note is given in replacement of, and amends and restates in its entirety, that certain Amended and Restated
Promissory Note (the “First Amended Note”), dated as of October 23, 2017, in the amount of $6,000,000,
which was given in replacement of, and amended and restated in its entirety, that certain Promissory Note, dated as of October
12, 2017, in the amount of $1,000,000 (the “Original Note”), each issued by the Issuer to the Lender.
This Secured Promissory Note is not intended to be, and shall not be construed to be, a novation of any of the obligations owing
under or in connection with the First Amended Note or the Original Note, and any Loans outstanding under the First Amended Note
or Original Note will be deemed Loans made under this Secured Promissory Note in accordance with its terms.


 


I.
LOAN AND SECURITY.


 


1.
Subject to the recitals, terms and conditions set forth in this Note, the Lender shall make loans in an aggregate principal amount
not exceeding Six Million United States Dollars ($6,000,000) in the following order (collectively, the “Loans”,
and each, a “Loan”): (a) (i) on October 12, 2017, One Million United States Dollars ($1,000,000), (ii)
on October 23, 2017, One Million United States Dollars ($1,000,000), (iii) on December 1, 2017, Five Hundred Thousand United States
Dollars ($500,000), (iv) on December 4, 2017, Five Hundred Thousand United States Dollars ($500,000), (v) on December 8, 2017,
Five Hundred Thousand United States Dollars ($500,000) and (vi) on December 22, 2017, an additional Five Hundred Thousand United
States Dollars ($500,000), which amounts the parties hereto acknowledge and agree were advanced as of such dates, respectively,
by the Lender to the Issuer and (b) after the date hereof, at the election of the Lender in its sole discretion, as the Issuer
may request from time to time in whole or in part, Two Million United States Dollars ($2,000,000) in the aggregate.


 




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2.
The Obligations shall be secured by a first priority security interest in all of the Collateral. The Collateral shall be pledged
pursuant to the Security Agreement, all terms of which are incorporated herein by this reference.


 


II.
INTEREST.


 


1.
The principal amount outstanding under the Loans advanced under this Note will bear interest as follows:


 


(a)
commencing on, and including from the date of the issuance of such Loan through December 31, 2017 (or such later date as the Lender
may decide in its reasonable discretion and as notified to the Issuer), at a fixed per annum rate equal to 1% per annum,
which interest shall accrue on the outstanding principal amount of such Loans and be payable in arrears on the Maturity Date unless
converted into shares of Issuer’s common stock (“Common Stock”), in either case in the manner
specified in Section V; and


 


(b)
thereafter, at a fixed per annum rate equal to 10% per annum, which interest shall accrue on the outstanding principal
amount of such Loans and be payable in arrears on the Maturity Date unless converted into shares Common Stock, in either case
in the manner specified in Section V.


 


2.
Interest on the Loans advanced under this Note shall be computed on the basis of the actual number of days elapsed over a year
of 360 days. In computing such interest, the date each Loan hereunder is issued shall be included and the date of payment thereof
shall be excluded.


 


III.
MATURITY DATE.


 


The
unpaid principal amount of the Loans outstanding under this Note plus all accrued and unpaid interest thereon and all other amounts
owed hereunder with respect thereto will be paid in full in cash on the third anniversary of the Original Issuance Date (the “Maturity
Date”), in accordance with the terms of this Note.


 


IV.
CONDITIONS.


 


1.
This Note shall become effective on the first date on which each of the Issuer and the Lender shall have executed and delivered
to the other party a counterpart of this Note.


 




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2.
The Lender shall not be obligated to make any Loans after the date hereof until it has received copies of the Security Agreement,
each Intercreditor Agreement, each executed and delivered by each other party thereto.


 


3.
The Lender shall not be obligated to make any Loans until each of the following conditions shall have been satisfied or waived,
in each case in the reasonable discretion of the Lender:


 


(a)
Both before and immediately after giving effect to the making of each Loan by the Lender, the following statements shall be true
and correct:


 


(1)
the representations and warranties of the Issuer set forth in this Note shall be true and correct in all material respects (other
than such representations and warranties which by their terms are already qualified by materiality, in which case, such representations
and warranties shall be true and correct in all respects) with the same effect as if made on the date of issuance of a loan request
(except to the extent such representations and warranties by their explicit terms relate to a specific earlier date, in which
case such representations and warranties shall be so true and correct as of such earlier date); and


 


(2)
no Event of Default shall have then occurred and be continuing or would result immediately after giving effect to the making of
such Loan by the Lender.


 


V.
PAYMENTS.


 


1.
Manner and Time of Payment. Except for any payment in the form of Common Stock, all payments by the Issuer under this Note
and the other Note Documents of principal, interest and all other amounts owed hereunder shall be made in same day funds and delivered
to the Lender not later than 4:00 p.m. (New York time) on the date such payment is due, with such payment to be made by wire transfer
of immediately available funds to the account designated by the Lender to the Issuer in writing at least five (5) Business Days
before the applicable payment date; provided that funds received by the Lender after 4:00 p.m. (New York time) shall be
deemed to have been paid by the Issuer on the next succeeding Business Day. Whenever any payment to be made hereunder shall be
stated to be due on a day which is not a Business Day, the payment shall be made on the next succeeding Business Day and such
additional period shall be included in the computation of the payment of interest hereunder.


 


2.
Usury. Under no circumstances will the rate of interest chargeable under this Note be in excess of the maximum amount permitted
by applicable New York law. If excess interest is charged and paid in error, then the excess amount will be promptly refunded.


 


3.
Optional Prepayments. The Issuer may at any time and from time to time prepay the Loans, in whole or in part, together
with accrued interest to such date on the amount prepaid, without premium or penalty, upon notice delivered to the Lender, provided
that that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease
or other disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease
or other disposition of assets does not occur.


 




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4.
Optional Conversion. Any or all of the principal or accrued interest under this Note may be converted into shares of Common
Stock (the “Common Conversion Shares”), at a rate of one (1) share of Common Stock per $1.00 of converting
principal or interest, rounded down to the nearest share with any fractional amounts cancelled, at the election of the Lender
by delivery of written notice thereof to the Company. The Issuer shall issue Conversion Shares as of the date of receipt of the
foregoing notice, and cause to such Conversion Shares promptly to be registered with the Issuer’s transfer agent (the “Transfer
Agent”) as a book entry position for the number of such Conversion Shares, in the name of Ospraie Ag Science LLC
or such other affiliate of the Lender as the Lender may designate (the “Designated Recipient”) after
the date hereof with 3 business days’s prior written notice thereof to the Issuer.


 


5.
Conversion on Financing. If the Issuer consummates a Qualified Financing prior to the occurrence of the Maturity Date,
the aggregate outstanding principal balance of this Note and all accrued and unpaid interest thereon may, at the election of the
Lender by delivery of written notice thereof to the Company, effective as of the date the Company receives the foregoing notice
(the “Conversion Date”), convert in whole without any further action by the Issuer or the Lender, and
without the payment of additional consideration by the Lender or the Designated Recipient and in lieu of any cash repayment obligation
by the Issuer, into that number of the Financing Securities issued and sold in such Qualified Financing determined by dividing
(a) the aggregate outstanding principal balance of this Note as of such Conversion Date, together with all accrued and unpaid
interest thereon through the Conversion Date, by (b) the Conversion Price, and such Financing Securities shall be in the name
of the Designated Recipient. In connection with any conversion of this Note pursuant to this Section V.5, the Designated
Recipient will become a party to any purchase agreement, investor rights agreement, voting agreement and any other similar agreement
entered into by the other investors in the Qualified Financing to the extent not already a party thereto.


 


6.
Limitations. Notwithstanding the foregoing Sections V.4 and V.5, unless the Issuer has received approval
from stockholders or waiver of applicable limitations under the rules of The Nasdaq Capital Market, the Issuer shall not effect
any issuance of Conversion Shares, and the Lender shall not have the right to receive any Common Conversion Shares or Financing
Securities under this Note, (a) until the listing of the Common Conversion Shares or Financing Securities, as applicable, with
The Nasdaq Capital Market, which the Issuer undertakes to complete as soon as practicable, and (b) to the extent that (i) after
giving effect to such issuance, the Lender (together with the Lender’s affiliates, and any other person acting as a group
together with the Lender or any of the Lender’s affiliates) would beneficially own any Common Stock in excess of 19.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance or (ii) such issuance
would cause the Issuer to have issued a number of shares of Common Stock or securities convertible or exercisable for shares of
Common Stock in excess of 19.9% of the number of outstanding shares of Common Stock on the date of this Note. Any amounts not
issuable to the Lender in Securities as a result of this paragraph shall be payable in cash in accordance with Section V.1.


 


VI.
DEFINITIONS.


 


For
all purposes of this Note, the following terms shall have the respective meanings set forth below:


 




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1.
“A/S Intercreditor Agreements” means that certain Intercreditor Agreement, dated as of the date hereof,
by and between the Lender and Gordon Snyder, an individual, as amended, restated, replaced, supplemented or otherwise modified
from time to time in accordance with its terms.


 


2.
“A/S/W Intercredictor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated
as of the date hereof, by and among the Lender and Gordon Snyder, an individual, and Ivy Investment Management Company, as administrative
agent for the Waddell Lenders (as defined therein), as amended, restated, replaced, supplemented or otherwise modified from time
to time in accordance with its terms.


 


3.
“Business Day” means a day on which commercial banks are not required or authorized by law to close
in New York, New York.


 


4.
“Collateral” has the meaning given to such term in the Security Agreement.


 


5.
“Conversion Price” means $0.50 (as adjusted for any stock dividend, stock split, stock conversion, reclassification
or similar transaction occurring after the Secured Promissory Note Date).


 


6.
“Equity Financing” means any issuance and sale for cash of Common Stock, or any stock or equity security
convertible into or exchangeable for Common Stock and any warrant or option to acquire Common Stock or any such convertible or
exchangeable security (“Common Stock Equivalents”), by the Issuer occurring after the date hereof.


 


7.
“Financing Securities” means the identical class or series of Common Stock or Common Stock Equivalents
of the Issuer issued and sold in a Qualified Financing.


 


8.
“Intercreditor Agreements” means, collectively, the A/S Intercredictor Agreement, A/S/W Intercreditor
Agreement or the LSQ Intercreditor Agreement, as amended, restated, replaced, supplemented or otherwise modified from time to
time in accordance with its terms.


 


9.
“LSQ Intercreditor Agreement” means that certain Amended & Restated Intercreditor Agreement, dated
as of the date hereof, by and among the the Lender and Gordon Snyder, an individual, Ivy Investment Management Company, as administrative
agent for the Waddell Lenders (as defined therein), and LSQ Funding Group, L.C., as amended, restated, replaced, supplemented
or otherwise modified from time to time in accordance with its terms.


 


10.
“Material Adverse Effect” means a material adverse change in, or material adverse effect upon, the operations,
business or financial condition of the Issuer.


 


11.
“Material Indebtedness” of the Issuer at any date, means, indebtedness the outstanding principal amount
of which exceeds in the aggregate $5,000,000.


 


12.
“Note Documents” means, collectively, (a) this Note, (b) the Security Agreement, (c) each Intercreditor
Agreement and (c) each other related agreement, certificate, document, or instrument executed and delivered by the Issuer in connection
with the foregoing, as each such other related agreement, document or instrument may be amended, restated, replaced, supplemented
or otherwise modified from time to time in accordance with its terms.


 




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13.
“Obligations” means, with respect to the Issuer, all amounts obligations and liabilities of every type
and description owing by the Issuer to the Lender arising out of, under, or in connect with this Note, whether direct or indirect,
absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired,
and whether or not evidence by any instrument or for the payment of money, including, without limitation, (a) the Loan and (b)
all interest under the Note, whether or not accruing after the filing of any petition in bankruptcy or after the commencement
of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest
is allowed in any such proceeding.


 


14.
“Person” means and includes natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and government authorities.


 


15.
“Qualified Financing” means the first Equity Financing (or substantially concurrent Equity Financings),
primarily for equity financing purposes, occurring after the date hereof which results in immediately available gross proceeds
to the Issuer, excluding proceeds from this Note and any other indebtedness of the Issuer that converts into equity in such financing,
of at least $10 million; provided, that, (i) in order for any such Equity Financing to constitute a “Qualified
Financing,” at least 50% of the amount invested in such Equity Financing must be made by Persons who are not an affiliate
of the Issuer and (ii) for the avoidance of doubt, the transactions contemplated to occur after the date hereof under that certain
Securities Purchase Agreement, dated as of December 15, 2017, by and among the Issuer and the other parties a party thereto, shall
be deemed a Qualified Financing hereunder.


 


16.
“Securities” means this Note and any Common Conversion Shares or Financing Securities issued pursuant
to this Note.


 


17.
“Security Agreement” means that certain Security Agreement, dated as of the date hereof, between the
Issuer and the Lender, as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with
its terms.


 


VII.
REPRESENTATIONS AND WARRANTIES OF ISSUER.


 


1.
Organization and Qualification. The Issuer (a) is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the power and authority to own its property and to transact the business in which
it is engaged and proposes to engage, and (c) is duly qualified and in good standing in each jurisdiction where the ownership,
leasing or operation of property or the conduct of its business requires such qualification, in each case except where the failure
to do so would have a Material Adverse Effect.


 




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2.
Authority and Enforceability; No Conflict. The Issuer has the organizational power and authority, and the legal right to
issue this Note and to perform all of its obligations hereunder. The issuance of this Note by the Issuer has been duly authorized
by all necessary action on the part of the Issuer, and constitutes a valid and binding obligation of the Issuer enforceable against
it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law). This Note and the other Note Documents do not, nor does the performance
or observance by the Issuer, if any, of any of the matters and things herein or therein provided for, contravene or constitute
a default under (a) any provision of law or any judgment, injunction, order or decree binding upon the Issuer, if any, (b) any
provision of the organizational documents of the Issuer, or (c) any material covenant, indenture or agreement of or affecting
the Issuer or any of its property, in each case except where such contravention or default, individually or in the aggregate,
could not be reasonably be expected to have a Material Adverse Effect.


 


3.
Approvals. No authorization, consent, license or exemption from, or filing or registration with, any governmental authority,
nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the
Issuer of this Note, except (a) those obtained or made on or prior to the date hereof, (b) such filings as may be required to
be made with the United States Securities and Exchange Commission (the “Commission”) and any state or
foreign blue sky or securities regulatory authority after the issuance of this Note by the Issuer, (c) such filings the absence
of which could not reasonably be expected to have a Material Adverse Effect, and (d) listing of the Common Conversion Shares and
Financing Securities with The Nasdaq Capital Market.


 


4.
Valid Issuance of Securities. The Conversion Shares issuable pursuant to this Note, when issued, sold and delivered in
accordance with the terms of this Note, will be duly and validly issued, fully paid, and nonassessable.


 


5.
Reports. The Issuer has filed all reports, schedules, forms, statements and other documents required to be filed by it
under the Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, including Notifications
of Late Filing on Form 12b-25, for the year preceding the date hereof (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”)
on a timely basis. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of
the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of the Issuer included in the Issuer’s SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with GAAP, as applied on a consistent basis during
the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial
position of the Issuer and its consolidated Subsidiaries taken as a whole as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial year-end audit
adjustments.


 




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6.
Indebtedness for Borrowed Money. Schedule I hereto sets forth all of the indebtedness for borrowed money of the Issuer
owing to third parties as of the date hereof.


 


VIII.
REPRESENTATIONS AND WARRANTIES OF LENDER.


 


1.
Purchase Entirely for Own Account. This Note is issued to the Lender in reliance upon the Lender’s representation
to the Issuer, which by the Lender’s execution of this Note, the Lender hereby confirms, that the Note has been acquired
for investment for the Lender’s own account, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and that the Lender has no present intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Note, the Lender further represents that the Lender does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to the Securities. The Lender has not been formed for the specific purpose of acquiring the Securities.


 


2.
Disclosure of Information. The Lender has had an opportunity to discuss the Issuer’s business, management, financial
affairs and the terms and conditions of the offering of the Note with the Lender’s management and has had an opportunity
to review the Issuer’s facilities.


 


3.
Restricted Securities. The Lender understands that the Securities have not been, and may not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Lender’s representations as expressed herein. The Lender understands that the Note is, and the Conversion
Shares will be, “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant
to these laws, the Lender must hold the Securities indefinitely unless they are registered with the Commission and qualified by
state authorities, or an exemption from such registration and qualification requirements is available. The Lender further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including,
but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Issuer
which are outside of the Lender’s control, and which the Issuer is under no obligation and may not be able to satisfy. The
Lender understands that the Securities may bear the legend set forth above this Note or any other legend required by the securities
laws of any state to the extent such laws are applicable to the Securities represented by the certificate so legended.


 


4.
Accredited Investor. The Lender is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act.


 




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IX.
EVENTS OF DEFAULT; REMEDIES.


 


If
any of the following conditions or events (each, an “Event of Default”) shall occur:


 


1.
Failure by the Issuer to pay any principal of or interest on the Loans, or any other amount due under this Note or the Note Documents,
in each case five (5) Business Days after the date on which such payment is due, whether at stated maturity, by acceleration or
otherwise; or


 


2.
Any representation, warranty, certification or other statement made by the Issuer in any Note Document or in any statement or
certificate at any time given by the Issuer in writing pursuant hereto or thereto or in connection herewith or therewith shall
be false in any material respect on the date as of which made; or


 


3.
The Issuer shall default in the performance of or compliance with any term contained in this Note or any of the other Note Documents,
and such failure continues for thirty (30) Business Days after the date on which the Lender gives written notice thereof to the
Issuer; or


 


4.
The commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency,
receivership or liquidation or similar proceeding of any jurisdiction relating to the Issuer;


 


5.
The Issuer shall incur Indebtedness for borrowed money owing to third parties in an aggregate principal amount outstanding at
any time exceeding $1,000,000, except such indebtedness set forth on Schedule I hereto and any incurrences, advances or borrowings
contemplated thereby.


 


6.
The Issuer (a) defaults in making any payment of any principal of any Material Indebtedness on the scheduled or original due date
with respect thereto; (b) defaults in making any payment of any interest on any such Material Indebtedness beyond the period of
grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (c) defaults in the observance
or performance of any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or beneficiary of such Material Indebtedness (or a trustee or
agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Material Indebtedness to
become due prior to its stated maturity or to become subject to a mandatory prepayment, repurchase, redemption or offer to purchase
by the obligor thereunder or to become payable; or


 


7.
At any time after the execution and delivery thereof, (a) any Note Document shall cease to be in full force and effect or shall
be declared null and void or (b) the Issuer takes any action for the purpose of terminating, repudiating or rescinding any Note
Document executed by it or any of its obligations thereunder:


 




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THEN,
(A) upon the occurrence and during the continuation of any Event of Default described in clause (4) above, the unpaid principal
amount of and accrued interest on the Loans and all other obligations hereunder shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the
Issuer, and any commitment or obligation of the Lender to make the Loans or extend additional credit to the Issuer hereunder shall
thereupon terminate; and (B) upon the occurrence and during the continuation of any other Event of Default, the Lender may, by
written notice (which may be delivered by facsimile or overnight courier) to the Issuer, declare (i) this Note and any commitment
or obligation of the Lender to make the Loans or extend additional credit to the Issuer hereunder to be terminated, and/or (ii)
all or any portion of (1) the unpaid principal amount of and accrued interest on the Loans and (2) all other obligations of the
Issuer under this Note to be immediately due and payable, without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by the Issuer.


 


X.
MISCELLANEOUS.


 


1.
No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or of
any other rights of the Lender, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same
or any other right on any further occasion.


 


2.
Except as otherwise expressly provided in this Note, all notices and other communications made or required to be given pursuant
to this Note or the other Note Documents shall be in writing and shall be delivered by hand, mailed by United States registered
or certified first class mail, postage prepaid, sent by overnight courier, or sent by electronic mail, telecopy, facsimile or
telex (with confirmation of receipt thereof), addressed to such party at the notice address beneath its signature hereto or at
such other address for notice as such party shall last have furnished in writing to the Person giving the notice.


 


3.
This Note, together with the Note Documents, constitutes the entire agreement of the parties with respect to the subject matter
hereof and is intended to supersede all prior negotiations, understandings and agreements with respect thereto.


 


4.
In the event that any provision of this Note is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason,
unless such provision is narrowed by judicial construction, this Note shall, as to such jurisdiction, be construed as if such
invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable.
If, notwithstanding the foregoing, any provision of this Note is held to be invalid, prohibited or unenforceable in any jurisdiction,
such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability
without invalidating the remaining portion of such provision or the other provisions of this Note and without affecting the validity
or enforceability of such provision or the other provisions of this Note in any other jurisdiction.


 


5.
This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the
Lender and the Issuer, provided that neither party may assign or transfer any of its obligations hereunder without the
prior written consent of the other party.


 




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6.
The obligation described in this Note is registered as to both principal and any stated interest with the Issuer (or its agent)
and transfer of the obligation may be effected only by surrender of this Note, and either the reissuance by the Issuer of this
Note to the new holder or the issuance by the Issuer of a new instrument to the new holder, such that interest payable under the
obligation qualifies as portfolio interest within the meaning of Section 871(h) of the Internal Revenue Code of 1986, as amended.
The Lender shall provide the Issuer with a properly completed Form W-8BEN (or successor form) prior to the receipt of any interest
under this Note and upon the Issuer’s reasonable request.


 


7.
Neither this Note nor any provision hereof may be amended, supplemented, waived or otherwise modified except pursuant to an agreement
or agreements in writing entered into by the Issuer and the Lender. No waiver of any provision of this Note or consent to any
departure by the Issuer herefrom shall in any event be effective unless the same shall be permitted by the preceding sentence,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.


 


8.
The Issuer and every endorser and guarantor of this Note or the obligation represented hereby waive presentment, demand, notice,
protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of
this Note, and assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange
or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. The Issuer
acknowledges it has been advised by counsel of its choice with respect to the effect of the foregoing waivers and this Note, the
other Note Documents and the transactions evidenced by this Note and the other Note Documents.


 


9.
This Note may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and
all of which taken together shall constitute one and the same Note. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature
is executed) the same with the same force and effect as if such facsimile signature were the original thereof.


 


10.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY NOTE DOCUMENT, OR ANY OBLIGATIONS
HEREUNDER OR THEREUNDER, SHALL BE BROUGHT EXCLUSIVELY IN THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK. BY EXECUTING AND DELIVERING THIS NOTE, EACH PARTY, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION
AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH THE TERMS OF THIS NOTE; (IV) AGREES THAT, SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT
TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT; AND (V) AGREES THAT THE PROVISIONS OF THIS PARAGRAPH RELATING TO JURISDICTION AND VENUE
SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.


 




    	11 



    	 



    

 


11.
EACH OF THE PARTIES TO THIS NOTE HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OF THE NOTE DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended
to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction,
including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a business relationship that each has already relied on this
waiver in entering into this Note, and that each will continue to rely on this waiver in their related future dealings. Each party
hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS PARAGRAPH AND EXECUTED
BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS NOTE OR ANY OF THE NOTE DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In
the event of litigation, this Note may be filed as a written consent to a trial by the court.


 


12.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.


 


13.
Notwithstanding anything herein to the contrary, the lien and security interest granted to Lender pursuant to this Note and the
exercise of any right or remedy by Lender hereunder are subject to the provisions of the A/S Intercreditor Agreement. If there
is a conflict between the terms of the A/S Intercreditor Agreement and this Note, the terms of the A/S Intercreditor Agreement
will control.


 


*
* * * *


 




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IN
WITNESS WHEREOF, each of the undersigned has caused this Note to be duly executed and duly delivered by its duly
authorized officer as of the day and year first above written.





 


	 	MARRONE
    BIO INNOVATIONS, INC.,
	 	as
    Issuer
	 	 
	 	By:	/s/
    Pamela G. Marrone
	 	Name:	  Pamela
G. Marrone
	 	Title:	  Chief
    Executive Officer
	 	 	 
	 	Notice
    Address:
	 	 	 
	 	 	Marrone
    Bio Innovations, Inc.
	 	 	1540
    Drew Avenue
	 	 	Davis,
    CA 95618 
	 	 	 
	 	Attn:	  
	 	 	 
	 	Email:	 


 


[SIGNATURE
PAGE TO PROMISSORY NOTE]


 




    	 



    	 



    

 


Accepted
and agreed:


 


DWIGHT
W. ANDERSON,

as Lender


 


	By:	/s/
    Dwight W. Anderson	 


 


Notice
Address:


 


	Address:	 	 
	 	437
    Madison Avenue, 28th Floor	 
	 	New
    York, New York 10022	 
	 	 	 
	 	Attn:	 
	 	 	 
	Email:	dwighta@ospraie.com	 


 


[SIGNATURE
PAGE TO PROMISSORY NOTE]


 




    	 



    	 



    

 


Schedule
I


 


Indebtedness
for Borrowed Money


 


1.
Indebtedness in connection with that certain Purchase Agreement, dated as of August 20, 2015(as amended, restated, supplemented
or otherwise modified from time to time) with Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology
Fund and Ivy VIP Science and Technology (the “Investors”), pursuant to which the Issuer sold to such
Investors senior secured promissory notes in the aggregate principal amount of $40,000,000.


 


2.
Indebtedness in connection with that certain Loan Agreement dated as of October 2, 2012 (as amended, restated, supplemented or
otherwise modified from time to time), with certain lenders from time to time and Gordon Snyder, an individual, as administrative
agent for the Lenders, pursuant to which such lenders agreed to purchase senior secured promissory notes in an aggregate principal
amount of up to $12,500,000.


 


3.
Indebtedness in connection with that certain Business Loan Agreement, dated as of June 13, 2014 (as amended, restated, supplemented
or otherwise modified from time to time), with Marrone Michigan Manufacturing, LLC and Five Star Bank, pursuant to which Five
Star Bank advanced loans in the aggregate principal amount of $10,000,000.


 


4.
Indebtedness in connection with that certain Invoice Purchase Agreement, dated as of March 20, 2017 (as amended, restated, supplemented
or otherwise modified from time to time), with LSQ Funding Group, L.C., pursuant to which LSQ may elect to purchase up to $7,000,000
of eligible customer invoices from the Issuer.


 


SCHEDULE
I TO PROMISSORY NOTE