Exhibit 4.7

   

  Execution Version

   

  WARRANT TO PURCHASE SERIES C PREFERRED
      STOCK

   

  THIS WARRANT AND THE
    SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED
    UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
    OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER
    APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER
    THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IN EACH CASE, IF THE COMPANY
    REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

   

  	Issuer:	Zymergen Inc.
	 	 
	Warrant Shares Issuable:	2,650,000 shares of Series C Preferred Stock (as may be adjusted from time to time in accordance with Section 4).
	 	 
	Warrant No.:	PSC-1
	 	 
	Issue Date:	December 19, 2019


   

  FOR VALUE RECEIVED, ZYMERGEN INC., a Delaware
    corporation (the “Company”), hereby certifies that for good and valuable consideration, Perceptive Credit
    Holdings II, LP, a Delaware limited partnership (the “Initial Holder” and, together with its successors
    and permitted transferees and assigns, a “Holder”) is entitled to purchase, at the per share Exercise
    Price (defined below), up to two million six hundred and fifty thousand (2,650,000) fully paid and nonassessable Warrant Shares
    (defined below), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms
    used herein are defined in Section 1.

   

  This Warrant has been issued as a condition
    precedent to the making of loans under and pursuant to of the Credit Agreement and Guaranty, dated as of December 19, 2019 (as
    amended or otherwise modified from time to time, the “Credit Agreement”), among the Company, certain
    Subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto, and Perceptive Credit
    Holdings II, LP, acting in its capacity as the administrative agent for the lenders.

   

  Section 1.       Definitions. Capitalized terms used in
    this Warrant but not defined herein have the meanings ascribed thereto in the Credit Agreement as in effect on the date hereof.
    The following terms when used herein have the following meanings:

   

  “Aggregate Exercise Price”
    means, with respect to any exercise of this Warrant for Warrant Shares, an amount equal to the product of (i) the number of Warrant
    Shares in respect of

   

  
  
    	 	 	 


  

  
     

  

  
   

  which this Warrant is then being exercised pursuant to Section
      3, multiplied by (ii) the Exercise Price.

   

  “Assignment” means,
    in connection with any assignment or transfer of this Warrant, in whole or in part, pursuant to Section 6 hereof, a notice
    and request for such assignment or transfer duly completed and executed pursuant to such Section 6.

   

  “Bloomberg” has the meaning
    set forth within the definition of “VWAP”.

   

  “Cashless Exercise” has the meaning
    set forth in Section 3(b)(iii).

   

  “Common Shares”
    means the shares of common stock of the Company, par value $0.001 per share.

   

  “Common Shares Deemed Outstanding”
    means, at any given time, the sum of (i) the number of Common Shares actually outstanding at such time, plus (ii) the number of
    Common Shares issuable upon exercise of Options actually outstanding at such time, plus (iii) the number of Common Shares issuable
    upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible
    Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options
    or Convertible Securities are actually exercisable at such time; provided that Common Shares Deemed Outstanding at any given
    time shall not include shares owned or held by or for the account of the Company or any or its wholly owned subsidiaries.

   

  “Company” has the meaning
    set forth in the preamble.

   

  “Convertible Securities”
    means any Equity Interests that, directly or indirectly, are convertible into or exchangeable for Common Shares.

   

  “Credit Agreement” has the
    meaning set forth in the preamble.

   

  “Determination Date” has
    the meaning set forth in the definition of “VWAP”.

   

  “Exercise Certificate” has
    the meaning set forth in Section 3(a)(i).

   

  “Exercise Date”
    means, for any given exercise of this Warrant, whether in whole or in part, a Business Day on which the conditions to such exercise
    as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York City time, including, without limitation,
    the receipt by the Company of the Exercise Certificate.

   

  “Exercise Period”
    means the period from (and including) the Issue Date to (and including) 5:00 p.m., New York City time, on the Expiration Date.

   

  “Exercise Price”
    means $5.6612 per Warrant Share (as may be adjusted from time to time in accordance with Section 4).

   

  “Expiration Date” means
    December 19, 2029.

   

  
  
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  “Fair Market Value”
    means, if the Warrant Shares are traded on a Trading Market, (i) the VWAP of such Warrant Shares for such day or (ii) if there
    have been no sales of such Warrant Shares on any Trading Market on any such day, the average of the highest bid and lowest asked
    prices for such Warrant Shares on all applicable Trading Markets at the end of such day; provided that if at any time any
    particular Warrant Shares are not listed, quoted or otherwise available for trading on any Trading Market (so that no Trading Date
    shall have occurred), the “Fair Market Value” of such Warrant Shares shall be the fair market value per
    share of such Warrant Shares as determined by the Board of the Company acting reasonably and in good faith; provided further,
    that, in the event the Holder, in the exercise of its reasonable good faith judgment, disagrees with such determination, “Fair
        Market Value” shall be determined pursuant to Section 9(a).

   

  “First Refusal and Co-Sale Agreement”
    means that certain Amended and Restated First Refusal and Co-Sale Agreement, dated November 30, 2018, among the Company, certain
    holders of the Company’s Common Shares and certain holders of the preferred shares, as amended or subsequently modified.

   

  “Holder” has the meaning
    set forth in the preamble.

   

  “Independent Advisor” has
    the meaning set forth in Section 9(a).

   

  “Initial Holder” has the meaning set forth in the preamble

   

  “Investors’ Rights Agreement”
    means that certain Amended and Restated Investors’ Rights Agreement, dated November 30, 2018, among the Company, certain
    holders of the Company’s Common Shares and certain holders of the preferred shares, as amended or subsequently modified.

   

  “Issue Date” means
    the date designated as such on the first page of this Warrant immediately following the legend.

   

  “Joinder Agreement”
    means an agreement in substantially the form of Exhibit C, pursuant to which the Holder shall become a party to the First
    Refusal and Co-Sale Agreement and the Investors’ Rights Agreement.

   

  “Marketable Securities”
    means equity securities meeting each of the following requirements: (i) the issuer thereof is subject to the reporting requirements
    of Section 13 or Section 15(d) of the Exchange Act, and is current in its filing of all required reports and other information
    under the Securities Act and the Exchange Act; (ii) such equity securities are traded on a Trading Market; and (iii) if delivered
    (or to be delivered) as payment or compensation to a Holder in connection with an automatic Cashless Exercise pursuant to Section
      3(c), following the closing of the related Sale of the Company the Holder would not be restricted from publicly re-selling
    all of such equity securities delivered to it, except to the extent that any such restriction (x) arises solely under federal or
    state securities laws, rules or regulations, or (y) does not extend beyond six (6) months from the closing of such Sale of the
    Company to the extent such restrictions may be lifted at such time under the applicable federal or state securities laws, rules
    or regulations.

   

  
  
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  “Nasdaq” means The Nasdaq
    Stock Market, Inc.

   

  “NYSE” means the New York Stock Exchange.

   

  “Options” means
    any warrants, options or similar rights to subscribe for or purchase Common Shares or Convertible Securities.

   

  “OTC Bulletin Board”
    means the National Association of Securities Dealers, Inc. OTC Bulletin Board.

   

  “Public Offering”
    means the offer of securities to the public pursuant to an effective Registration Statement.

   

  “Registration Statement”
    means, in connection with any Public Offering of securities, any registration statement required pursuant to the Securities Act
    that covers the offer and sale of any such securities, including any prospectus, amendments or supplements to such Registration
    Statement, including post-effective amendments and all exhibits and all materials incorporated by reference in such Registration
    Statement.

   

  “Rule 144” means Rule 144
    promulgated under the Securities Act.

   

  “Sale of the Company”
    means a transaction pursuant to which (i) (x) any Person or group of Persons acting jointly or otherwise in concert (other than
    the Holder) acquires ownership, directly or indirectly, beneficially or of record, of Equity Interests of the Company having more
    than fifty percent (50%) of the aggregate ordinary voting power, determined on a fully diluted basis, (y) any Person or group of
    Persons acting jointly or otherwise in concert (other than the Holder) acquires, by Contract or otherwise, the right to appoint
    or elect a majority of the Board of the Company, or (z) all or substantially all of the assets or businesses of the Company and
    its Subsidiaries, taken as a whole, are sold, and (ii) all Obligations related to principal, interest, fees, costs and expenses
    in respect of the Loans outstanding under the Credit Agreement are to be paid in full in cash, whether pursuant to the terms of
    the transaction, pursuant to the terms of the Credit Agreement (including Section 11 thereof) or otherwise.

   

  “SEC” means the Securities
    and Exchange Commission or any successor thereto.

   

  “Share Reorganization” has the meaning set forth in
    Section 4(a).

   

  “Shareholder Agreement”
    means any of the First Refusal and Co-Sale Agreement, the Investors Rights Agreement or the Voting Agreement.

   

  “Trading Market”
    means, with respect to the Warrant Shares or any other Marketable Securities, the Nasdaq, the NYSE or the OTC Bulletin Board.

   

  “Unrestricted Conditions”
    has the meaning set forth in Section 10(a)(ii).

   

  “Voting Agreement”
    means that certain Amended and Restated Voting Agreement, dated November 30, 2018, among the Company, certain holders of the
    Company’s Common Shares and certain holders of the preferred shares, as amended or subsequently modified.

   

  
  
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  “VWAP” means,
    with respect to any Warrant Shares, as of any day of determination (a “Determination Date”), the volume
    weighted average sale price for the period of five (5) consecutive trading days immediately preceding such Determination Date on
    the Trading Market for such Warrant Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent,
    reliable reporting service reasonably acceptable to the Holder and the Company (collectively, “Bloomberg”)
    or, if the volume weighted average sale price has not been reported for such security by Bloomberg for such five (5) day period,
    then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for
    such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over the
    counter market by the Financial Industry Regulatory Authority, Inc. or on the OTC Bulletin Board (or any successor) or in the “pink
    sheets” (or any successor) by the OTC Markets Group, Inc.; provided that if VWAP cannot be calculated for such security
    on such date in the manner provided above (including because the applicable security is not listed or publicly traded), the VWAP
    shall be the Fair Market Value as determined by the Board of the Company acting reasonably and in good; provided further,
    that, in the event the Holder, in the exercise of its reasonable good faith judgment, disagrees with such determination, “Fair
        Market Value” shall be determined pursuant to Section 9(a).

   

  “Warrant” means
    this Warrant and all subsequent Warrants issued upon division, replacement, combination or transfer of, or in substitution for,
    this Warrant.

   

  “Warrant Register” has the
    meaning set forth in Section 5.

   

  “Warrant Share”
    means, initially, any of the Company’s Series C Preferred Stock purchasable upon exercise of this Warrant and includes any
    other Equity Interests into which the Company’s Series C Preferred Stock may be converted, exchanged or otherwise reclassified
    or modified pursuant to any Share Reorganization or otherwise.

   

  Section 2.              Term
      of Warrant. Subject to the terms and conditions hereof, from time to time during the Exercise Period, the Holder of this Warrant
    may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

   

  Section 3.              Exercise
      of Warrant.

   

  (a)           Exercise
      Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any
    part of the unexercised Warrant Shares, upon:

   

  (i)          delivery
    to the Company at its then registered office of a duly completed and executed (x) Exercise Certificate in the form attached hereto
    as Exhibit A (each, an “Exercise Certificate”), which certificate will specify the number of Warrant
    Shares to be purchased and the Aggregate Exercise Price, (y) Adoption Agreement (as defined in the Voting Agreement) pursuant to
    which the Holder shall become a party to the Voting Agreement pursuant to Section 10.9 thereof (to the extent the Voting Agreement
    remains in effect), and (z) Joinder Agreement (to the extent such Shareholder Agreements remain in effect); and

   

  
  
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  (ii)         simultaneously
    with the delivery of the Exercise Certificate, payment to the Company of the Aggregate Exercise Price in accordance with Section
      3(b).

   

  (b)          Payment
      of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed
    in the Exercise Certificate, by any of the following methods:

   

  (i)          by
    wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate
    Exercise Price;

   

  (ii)         by
    instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair
    Market Value as of the Exercise Date equal to such Aggregate Exercise Price; or

   

  (iii)        any
    combination of the foregoing (to the extent any payment of the Aggregate Exercise Price is made by way of withholding a number
    of Warrant Shares pursuant to clause (ii) above or this clause (iii), such method of payment is herein referred to
    as “Cashless Exercise”).

   

  To the extent permitted by applicable Law, for purposes of Rule
    144, it is acknowledged and agreed that (i) the Warrant Shares issuable upon any exercise of this Warrant in any Cashless Exercise
    transaction shall be deemed to have been acquired on the Issue Date, and (ii) the holding period for any Warrant Shares issuable
    upon the exercise of this Warrant in any Cashless Exercise transaction shall be deemed to have commenced on the Issue Date; provided
    that the Company makes no representation or warranty regarding the commencement of the holding period of any Warrant Share.

   

  (c)          Automatic
      Cashless Exercise. To the extent this Warrant has not been exercised in full by the Holder prior to the date of any of the
    following events or circumstances, any portion of this Warrant that remains unexercised on such date shall be deemed to have been
    exercised automatically pursuant to a Cashless Exercise, in whole (and not in part), on the Business Day immediately preceding
    the earlier of (i) the occurrence of the Expiration Date and (ii) the consummation of a Sale of the Company in which the consideration
    to be received by the Company or is shareholders consists solely of cash, Marketable Securities or a combination thereof; provided
    that, unless the Holder otherwise notifies the Company in writing, the automatic Cashless Exercise contemplated by this Section
      3(c) shall not occur in the event that, as of the Business Day immediately preceding any event described in the preceding clauses
      (i) or (ii) above the per share Fair Market Value of a Warrant Share is less than the Exercise Price per Warrant Share.

   

  (d)          Delivery
      of Stock Certificates. With respect to any exercise of this Warrant by the Holder, upon receipt by the Company of an Exercise
    Certificate and delivery of the Aggregate Exercise Price, the Company shall, within three (3) Business Days, deliver in accordance
    with the terms hereof to or upon the order of the Holder that number of Warrant Shares for the portion of this Warrant so exercised
    on such date, together with cash in lieu of any fraction of a share, as provided in Section 3(e). If such Warrant Shares
    are issued in certificated form, the Company shall deliver a certificate or certificates, to the extent possible, representing

   

  
  
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  the number of Warrant Shares as the Holder shall request in
    the Exercise Certificate. If such Warrant Shares are issued in uncertificated form, the Company shall deliver upon request a confirmation
    evidencing the registration of such shares. Unless otherwise provided herein, upon any exercise hereof this Warrant shall be deemed
    to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder
    shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

   

  (e)          Fractional
      Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction
    of a Warrant Share that the Holder would otherwise be entitled upon such exercise, including pursuant to a Cashless Exercise, the
    Company shall pay to such Holder an amount in cash (by wire transfer of immediately available funds) equal to the product of (i)
    such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

   

  (f)          Surrender
      of this Warrant; Delivery of New Warrant.

   

  (i)          The
    Holder shall not be required to physically surrender this Warrant to the Company until this Warrant has been exercised in full
    by the Holder, in which case, the Holder shall, at the written request of the Company, surrender this Warrant to the Company for
    cancellation within three (3) Business Days after the date the final Exercise Certificate is delivered to the Company and the Warrant
    Shares issuable in connection with such Exercise Certificate have been issued and delivered by the Company. Partial exercises of
    this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect
    of lowering the outstanding number of Warrant Shares issuable hereunder by an amount equal to the applicable number of Warrant
    Shares that have been issued hereunder as a result of previous exercises and withheld in connection with Cashless Exercises. Pursuant
    to Section 5 hereof the Company shall maintain the Warrant Register which will, among other things, record the number of
    Warrant Shares issued and purchased, the date of such issuances and purchases and the number of Warrant Shares withheld in connection
    with Cashless Exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
    provisions of this Section 3(f), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant
    Shares available for purchase hereunder at any given time may be fewer than the amount stated on the face hereof.

   

  (ii)         Notwithstanding
    the foregoing, to the extent that there are unexpired and unexercised Warrant Shares remaining under the Warrant, the Holder may
    request that the Company (and the Company shall), at the time of issuance of any Warrant Shares in accordance with Section 3(d)
    and the surrender of this Warrant, deliver to the Holder a new Warrant evidencing the rights of the Holder to subscribe for
    the unexpired, unexercised and not withheld (in connection with Cashless Exercises) Warrant Shares called for by this Warrant.
    Unless otherwise agreed upon by the Holder such new Warrant shall in all other respects be identical to this Warrant.

   

  (g)          Valid
      Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby
    represents, warrants, covenants and agrees as follows:

   

  
  
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  (i)          This
    Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized.

   

  (ii)         All
    Warrant Shares issuable upon the exercise of this Warrant (or any substitute or replacement Warrant) shall be, upon issuance, validly
    issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any shareholder of the Company
    and free and clear of all liens and charges.

   

  (iii)        The
    Company shall take all such actions as may be necessary to (x) comply with Section 3(g)(ii) above and Section 3(i) below
    and (y) ensure that all such Warrant Shares are issued without violation by the Company of its Organic Documents which it is subject
    or any applicable Law or any requirements of any foreign or domestic securities exchange upon which Warrant Shares may be listed
    at the time of such exercise.

   

  (iv)        The
    Company shall pay all expenses in connection with, and all governmental charges that may be imposed with respect to, the issuance
    or delivery of Warrant Shares issuable upon exercise of their Warrant.

   

  (v)         The
    Company is a corporation duly organized and validly existing under the Laws of the State of Delaware and has the capacity and corporate
    power and authority to enter into, deliver and perform this Warrant.

   

  (vi)        The
    Company has taken all action required to be taken to authorize the execution, delivery and performance of this Warrant.

   

  (vii)       This
    Warrant has been duly executed by the Company.

   

  (viii)      The
    obligations of the Company under this Warrant are legal, valid and binding obligations, enforceable against the Company in accordance
    with the terms hereof.

   

  (ix)         As
    of the Issue Date, the Company has complied with all obligations set forth in Section 3(i), below.

   

  (h)          Conditional
      Exercise. Notwithstanding any other provision hereof, if an exercise of all or any portion of this Warrant is to be made in
    connection with a Sale of the Company or other possible liquidity transaction, such exercise may, at the election of the Holder,
    be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until
    immediately prior to the consummation of such transaction.

   

  (i)          Reservation
      of Warrant Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized
    but unissued shares of Series C Preferred Stock or (if applicable) other securities constituting Warrant Shares, solely for the
    purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this
    Warrant. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above
    the Exercise Price then in effect, and shall take all such actions within its power as may be necessary or appropriate in order
    that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant.

   

  
  
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  (j)          Rule
      144 Compliance. At all times following the consummation of a Public Offering by the Company of its Common Stock, and with a
    view to making available to the Holder the benefits of Rule 144, Rule 144A and any other rule or regulation of the SEC that may
    at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a Registration
    Statement, the Company shall:

   

  (i)          use
    reasonable commercial efforts to make and keep adequate public information available, as required by clause (c) of Rule 144;

   

  (ii)         use
    reasonable commercial efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
    the Securities Act and the Exchange Act; and

   

  (iii)        furnish,
    or otherwise make available to the Holder so long as the Holder owns Warrant Shares, promptly upon request, a written statement
    by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act, a copy of the most recent
    annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder
    may reasonably request in connection with the sale of Warrant Shares without registration.

   

  (k)          Ownership
      Cap. After the consummation of any Public Offering by the Company of its Common Stock, the Initial Holder shall not have the
    right to exercise this Warrant to the extent that, after giving effect to such exercise, the Initial Holder (together with its
    Affiliates) would beneficially own in excess of 9.99% of the Common Shares of the Company immediately after giving effect to such
    exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Initial Holder
    and its Affiliates shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which the
    determination of such aggregate number is being made, but shall exclude Warrant Shares (if any) that do not have ordinary voting
    rights or that would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
    the Initial Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Equity
    Interests of the Company beneficially owned by the Initial Holder and its Affiliates (including, without limitation, any convertible
    notes or convertible shares or warrants) subject to a limitation on conversion or exercise analogous to the limitations contained
    herein. Except as set forth in the preceding sentence, for purposes of this Section 3(k) beneficial ownership shall be calculated
    in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, in determining the number of outstanding Common
    Shares, the Initial Holder of this Warrant may rely on the number of such outstanding shares as reflected in the most recent of
    (i) the Company’s Form 10-K, Form 10-Q or other public filing with the SEC, as the case may be, if available, (ii) a more
    recent public announcement by the Company, or (iii) any other written notice or statement by the Company or its transfer agent
    setting forth the number of outstanding Common Shares. In addition, upon the written request of the Initial Holder, the Company
    shall, within three (3) Business Days, confirm to the Initial Holder the number of the Company’s outstanding Common Shares.
    Furthermore, upon the written request of the Company, the Initial Holder shall promptly confirm to the Company its then current
    beneficial ownership with respect to the Company’s Common Shares.

   

  
  
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  Section 4.            Adjustment
      to Number of Warrant Shares, Exercise Price, etc. The number of Warrant Shares issuable upon exercise of this Warrant shall
    be subject to adjustment from time to time as provided in this Section 4.

   

  (a)          Adjustment
      to Number and Type of Warrant Shares Upon Reorganizations, Reclassifications, etc. In the event of any changes in the outstanding
    Common Shares of the Company by reason of redemptions, recapitalizations, reclassifications, combinations, conversions or exchanges
    of shares, splits or reverse splits, separations, reorganizations, liquidations, substitutions, replacements or the like (any
    of the foregoing or combination thereof being a “Share Reorganization”), the number and class of Warrant
    Shares available upon exercise of this Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted, to the
    extent necessary, to give the Holder of this Warrant, on exercise for the same aggregate Exercise Price, the total number, class,
    and kind of shares as the Holder would have owned had this Warrant been exercised prior to any such event and had the Holder continued
    to hold such Warrant Shares until after the event requiring adjustment; provided that no such adjustments shall be made to the
    extent the terms of the Warrant Shares and related Organic Documents provide the Holder with the same protections as contemplated
    pursuant to this clause (a). For purposes of clarity, such an event shall include any automatic conversion of the outstanding
    or issuable Equity Interests of the Company of the same class or series as the Warrant Shares to common stock pursuant to the
    terms of the Company’s Certificate of Incorporation (as may be amended from time to time), and, to the extent not exercised
    prior to such automatic conversion, the Warrant Shares shall be deemed so converted.

   

  (b)          Adjustment
      to Number of Warrant Shares Upon Dividends, Distributions, etc. If the Company declares or pays a dividend or distribution
    on its outstanding Warrant Shares or any other Equity Interests into which Warrant Shares are convertible or exchangeable, whether
    payable in cash, Equity Interests or other property, the Holder shall be entitled to receive, at the time such dividend or distribution
    is paid, without additional cost to the Holder, the total number and kind of cash, Equity Interests or other property which the
    Holder would have received had the Holder owned the Warrant Shares of record as of the date such dividend or distribution was
    paid.

   

  (c)          Certificate
      as to Adjustment.

   

  (i)          As
    promptly as reasonably practicable following any change or adjustment of the type described above in this Section 4, but
    in any event not later than three (3) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible
    Officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation
    thereof.

   

  (ii)         As
    promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not
    later than three (3) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible Officer certifying
    the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise
    of the Warrant.

   

  
  
    	 	 10	 


  

  
     

  

  
   

  (d)          Notices.
    In the event that, at any time during the Exercise Period the Company shall take a record of the holders of its outstanding
    shares (or other Equity Interests at the time issuable upon exercise of this Warrant) for the purpose of:

   

  (i)          entitling
    or enabling such holders to receive any dividend or other distribution, to receive any right to subscribe for or purchase any shares
    of any class or any other securities, or to receive any other security;

   

  (ii)         (x)
    any capital reorganization of the Company, any reclassification of any outstanding securities, any consolidation or merger of the
    Company with or into another Person, any Public Offering of the Company’s Equity Interests, or (y) a Sale of the Company;

   

  (iii)        the
    voluntary or involuntary dissolution, liquidation or winding-up bankruptcy or similar event involving the Company;

   

  then, and in each such case, the Company shall send or cause
    to be sent to the Holder at least ten (10) Business Days prior to the applicable record date or the applicable expected effective
    date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend,
    distribution or other right or action, and a description of such dividend, distribution or other right or action, or (B) the effective
    date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed
    to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken
    with respect to which the holders of record of its shares (or such other Equity Interests at the time issuable upon exercise of
    the Warrant) shall be entitled to exchange their shares (or such other Equity Interests), for securities or other property deliverable
    upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount
    per share and character of such exchange applicable to the Warrant and the Warrant Shares.

   

  Section 5.             Warrant
      Register. The Company shall keep and properly maintain at its principal executive offices a register (the “Warrant
        Register”) for the registration of this Warrant and any transfers thereof. The Company may deem and treat the Person
    in whose name this Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be
    affected by any notice to the contrary, except any assignment, division, combination or other transfer of this Warrant effected
    in accordance with the provisions of this Warrant.

   

  Section 6.             Transfer
      of Warrant. Subject to Section 10 hereof, this Warrant and all rights hereunder are assignable and transferable, in
    whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal
    executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B. Upon
    such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
    or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
    evidencing the portion of this Warrant, if any, not so assigned, and this Warrant shall promptly be cancelled.

   

  
  
    	 	 11	 


  

  
     

  

  
   

  Section 7.          The
      Holder Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically provided herein (including in Section
      4(c) above and Sections 9(c) and 11 below), (i) prior to the Exercise Date, the Holder shall not be entitled
    to receive dividends, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the
    rights of a shareholder of the Company or any right to receive dividends or subscription rights, and (ii) prior to the registration
    of the Holder in the share register of the Company with respect to the Warrant Shares to which the Holder is then entitled to receive
    upon the due exercise of this Warrant, the Holder shall not be entitled to vote, nor shall anything contained in this Warrant be
    construed to confer upon the Holder, as such, any right to vote, give or withhold consent to any corporate action (whether any
    reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance or otherwise) or receive notice
    of meetings. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase
    any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted
    by the Company or by creditors of the Company. Notwithstanding this Section 7, the Company shall provide the Holder with
    copies of the same notices and other information given to all shareholders of the Company generally, contemporaneously with the
    giving thereof to such shareholders.

   

  Section 8.             Replacement
      on Loss; Division and Combination.

   

  (a)         Replacement
      of Warrant on Loss. Subject to any further requirements in relation to the cancellation of this Warrant pursuant to applicable
    Law, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
    and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or
    affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for
    cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant
    of like tenor and exercisable for an equivalent number of Warrant Shares as this Warrant so lost, stolen, mutilated or destroyed;
    provided that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered
    to the Company for cancellation.

   

  (b)         Division
      and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or other
    assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division of
    this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then
    principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to
    be issued, signed by each applicable Holder or its agents or attorneys. Subject to compliance with the applicable provisions of
    this Warrant as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own
    expense execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants so surrendered in accordance with
    such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
    in the aggregate for an equivalent number of Warrant Shares as this Warrant or Warrants so surrendered in accordance with such
    notice.

   

  Section 9.             Disputes;
      No Impairment, etc. The parties hereto agree as follows:

   

  
  
    	 	 12	 


  

  
     

  

  
   

  (a)         Disputes.
    In the event of any dispute which arises between the Holder and the Company (including the Board of the Company) with respect
    to the calculation or determination of Fair Market Value, VWAP, the adjusted Exercise Price, the number of Warrant Shares, other
    Equity Interests, cash or other property issuable upon exercise of this Warrant, the amount or type of consideration due to the
    Holder in connection with any event, transaction or other matter described in Section 4 above or any other matter involving
    this Warrant or the Warrant Shares that is not resolved by the parties after good faith discussions and efforts to reach resolution,
    upon the request of the Holder the disputed issue(s) shall be submitted to a firm of independent investment bankers or public
    accountants of recognized national standing, which (i) shall be chosen by the Company and be reasonably satisfactory to the Holder
    and (ii) shall be completely independent of the Company (an “Independent Advisor”), for determination,
    and such determination by the Independent Advisor shall be binding upon the Company and the Holder with respect to this Warrant,
    any Equity Interests or other amounts or property issued in connection herewith or the matter in dispute, as the case may be,
    absent manifest error. Costs and expenses of the Independent Advisor shall be shared 50/50 by the Company and the Holder.

   

  (b)         Equitable
      Equivalent. In case any event shall occur as to which the provisions of Section 9(a) above are not strictly applicable
    but the failure to make any adjustment would not, in the reasonable, good faith opinion of the Holder, fairly protect the rights
    and benefits of the Holder represented by this Warrant in accordance with the essential intent and principles of Section 9(a),
    then, in any such case, at the request of the Holder, the Company shall submit the matter and issues raised by the Holder to an
    Independent Advisor, which shall give its opinion upon the adjustment, if any, on a basis consistent with the essential intent
    and principles established in Section 9(a), to the extent necessary to preserve, without dilution, the rights and benefits
    represented by this Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder and shall
    make the adjustments described therein, if any. Costs and expenses of the Independent Advisor shall be shared 50/50 by the Company
    and the Holder.

   

  (c)          No
      Avoidance. The Company shall not, by way of amendment of any of its Certificate of Incorporation or Bylaws (in each case,
    as may be amended and/or amended and restated from time to time) or through any consolidation, merger, reorganization, transfer
    of assets, dissolution, issue or sale of securities or any other voluntary action or transaction, avoid or seek to avoid the observance
    or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
    terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against
    dilution or other impairment as if the Holder was a shareholder of the Company entitled to the benefit of fiduciary duties afforded
    to shareholders under Delaware law. Notwithstanding the foregoing, nothing shall prohibit the Company from amending its Certificate
    of Incorporation or Bylaws with the requisite consent of its Board of Directors and stockholders, as applicable, and the Company
    shall not have been deemed to have impaired Holder’s rights hereunder, if it amends its Certificate of Incorporation or
    Bylaws, if the holders of the Company’s capital stock consent to such amendment or waive their rights thereunder so long
    as such amendment or waiver does not disproportionately and adversely affect the Warrant Shares as compared to the affect of such
    amendment or waiver on the other Equity Interests of the same series and class of stock as the Warrant Shares (without taking
    into account the particular circumstances of any holder of such series and class of stock).

   

  
  
    	 	 13	 


  

  
     

  

  
   

  Section 10.          Compliance with the Securities Act.

   

  (a)          Agreement
      to Comply with the Securities Act, etc.

   

  (i)          Legend.
    The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 10 and
    the restrictive legend requirements set forth on the face of this Warrant and further agrees that it shall not offer, sell or
    otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will
    not result in a violation of the Securities Act. Subject to clause (ii) below, this Warrant and all Warrant Shares issued
    upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially
    the following form:

   

  “THIS WARRANT AND THE SECURITIES ISSUABLE UPON
    EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR
    FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS
    (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE
    AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES
    ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IN EACH CASE, IF THE COMPANY REQUESTS, AN OPINION
    SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

   

  (ii)         Removal
      of Restrictive Legends. Neither this Warrant nor any certificates evidencing Warrant Shares issuable or deliverable under
    or in connection with this Warrant shall contain any legend restricting the transfer thereof (including the legend set forth above
    in clause (i)) in any of the following circumstances: (A) following any sale of this Warrant or any Warrant Shares issued
    or delivered to the Holder under or in connection here with pursuant to Rule 144, (B) if this Warrant or Warrant Shares are eligible
    for sale under clause (b)(1) of Rule 144, or (C) if such legend is not required under applicable requirements of the Securities
    Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, the “Unrestricted
        Conditions”). If the Unrestricted Conditions are met at the time of issuance of this Warrant or Warrant Shares,
    as the case may be, the Warrant or Warrant Shares, as the case may be, shall be issued free of all legends.

   

  (iii)        Replacement
      Warrant. The Company agrees that at such time as the Unrestricted Conditions have been satisfied it shall promptly (but in
    any event within five (5)

   

  
  
    	 	 14	 


  

  
     

  

  
   

  Business Days) following written request from the Holder issue
    a replacement Warrant or replacement Warrant Shares, as the case may be, free of all restrictive legends.

   

  (iv)        Sale
      of Unlegended Shares. The Holder agrees that the removal of the restrictive legend from this Warrant and any certificates
    representing securities as set forth in Section 10(a)(ii) above is predicated upon the Company’s reliance that the
    Holder will sell this Warrant or any such securities pursuant to either an effective Registration Statement or otherwise pursuant
    to the requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom,
    and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution
    set forth therein.

   

  (b)          Representations
      of the Holder. In connection with the issuance of this Warrant, the Holder represents, as of the Issue Date, to the Company
    by acceptance of this Warrant as follows:

   

  (i)          The
    Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The
    Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and
    not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares,
    except pursuant to sales registered or exempted under the Securities Act.

   

  (ii)         The
    Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
    securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving
    a public offering and that, under such Laws and applicable regulations, such securities may be resold without registration under
    the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144,
    as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

   

  (iii)        The
    Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period and has such knowledge
    and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this
    Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding
    the terms and conditions of the offering of this Warrant and the business, properties, prospects and financial condition of the
    Company.

   

  Section 11.           Notices. All notices, requests, consents,
    claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when
    delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized
    overnight courier (receipt requested); (iii) on the date sent by e-mail of a PDF document (with confirmation of transmission) if
    sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient;
    or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such
    communications must be sent to the respective parties

   

  
  
    	 	 15	 


  

  
     

  

  
   

  at the addresses indicated below (or at such other address for
    a party as shall be specified in a notice given in accordance with this Section 11).

   

  	If to the Company: 	
          Zymergen Inc.

          5980 Horton Street

          Suite 105

          Emeryville, CA 94608

          Attn:      Ena Singh

          Tel.:       (415) 801-8073

          Email:    ena@zymergen.com 

        


   

  with a copy to (which shall not qualify as notice
    to any party hereto):

   

  	 	Latham & Watkins LLP
	 	505 Montgomery Street, Suite 2000
	 	San Francisco, CA 941111
	 	Attn: Haim Zaltzman and Brian Cuneo
	 	Email: haim.zaltzman@lw.com and brian.cuneo@lw.com
	 	 
	If to the Holder:	Perceptive Credit Holdings II, LP
	 	c/o Perceptive Advisors LLC
	 	51 Astor Place, 10th Floor
	 	New York, NY 10003
	 	Attention: Sandeep Dixit
	 	E-mail: Sandeep@perceptivelife.com


   

  with a copy to (which shall not qualify as notice
    to any party hereto):

   

  	 	Morrison & Foerster LLP
	 	250 West 55th Street
	 	New York, NY 10019
	 	Attention: Mark Wojciechowski, Esq.
	 	Facsimile: (212) 468-7900
	 	E-mail: mwojciechowski@mofo.com


   

  Section 12.           Cumulative Remedies. The rights and remedies
    provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other
    rights or remedies available at Law, in equity or otherwise.

   

  Section 13.           Entire Agreement. This Warrant constitutes
    the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein and supersedes
    all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

   

  Section 14.           Successor and Assigns. This Warrant and the
    rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the

   

  
  
    	 	 16	 


  

  
     

  

  
   

  Company and the successors and permitted assigns of the Holder.
    Such successor or permitted assign of the Holder shall be deemed to be the “Holder” for all purposes
    hereunder.

   

  Section 15.           No Third-Party Beneficiaries. This Warrant
    is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted
    assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right,
    benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

   

  Section 16.           Headings. The headings in this Warrant are
    for reference only and shall not affect the interpretation of this Warrant.

   

  Section 17.           Amendment and Modification; Waiver. Except
    as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each
    party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth
    in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any
    failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether
    occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising
    from this Warrant shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy,
    power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
    privilege.

   

  Section 18.           Severability. If any term or provision of
    this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not
    affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

   

  Section 19.           Governing Law. This Warrant shall be governed
    by and construed in accordance with the internal Laws of the State of New York without effect to any choice or conflict of Law
    provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any
    jurisdiction other than those of the State of New York.

   

  Section 20.           Submission to Jurisdiction. Any legal suit,
    action or proceeding arising out of or based on this Warrant or the transactions contemplated hereby may be instituted in the federal
    courts of the United States or the courts of the State of New York, in each case located in the city and county of New York. Each
    party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process,
    summons, notice or other document by certified or registered mail to such party’s address set forth in Section 11 shall
    be effective service of process for any suit, action or other proceeding, and the parties irrevocably and unconditionally waive
    any objection to the laying of venue of any suit, action or other proceeding in such courts and irrevocably waive and agree not
    to plead or claim in any such court that any such suit, action or proceeding has been brought in an inconvenient forum.

   

  Section 21.           Counterparts. This Warrant may be executed
    in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same

   

  
  
    	 	 17	 


  

  
     

  

  
   

  agreement. A signed copy of this Warrant delivered
    by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an
    original signed copy of this Warrant.

   

  Section 22.           No Strict Construction. This Warrant
    shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting
    an instrument or causing any instrument to be drafted.

   

  [SIGNATURE PAGE FOLLOWS]

   

  
  
    	 	 18	 


  

  
     

  

  
   

  IN WITNESS WHEREOF, the Company has duly
    executed this Warrant on the Issue Date. 

   

  	 	ZYMERGEN INC.
	 	 	 
	 	By:	/s/ Joshua Hoffman
	 	 	Name: Joshua Hoffman
	 	 	Title: Chief Executive Officer


   

  [Signature Page to Warrant]

   

  

  
  
    	 	 	 


  

  
     

  

  
   

  Accepted and agreed,

   

  PERCEPTIVE CREDIT HOLDINGS II, LP

   

  	By: 	PERCEPTIVE CREDIT OPPORTUNITIES GP,	 
	 	LLC, its general partner	 


   

  	By:	/s/ Sandeep Dixit	 
	 	Name: Sandeep Dixit	 
	 	Title: Chief Credit Officer	 


   

  	By:	/s/ Sam Chawla	 
	 	Name: Sam Chawla	 
	 	Title: Portfolio Manager	 


   

  [Signature Page to Warrant]

   

  
  
    	 	 	 


  

  
     

  

  
   

  Exhibit A 

      to Warrant

   

  FORM OF EXERCISE CERTIFICATE

   

  (To be signed only upon exercise of Warrant)

   

  		To:	Zymergen Inc.


  5980 Horton Street

  Suite 105

  Emeryville, CA 94608

  Attention: Ena Singh

   

  The undersigned, as holder of a right
    to purchase Warrant Shares (as defined in the Warrant) of Zymergen Inc., a Delaware corporation (the
    “Company”), pursuant to that certain Warrant of the Company, dated as of December 19, 2019 and
    bearing Warrant No. PSC-1 (the “Warrant”), a copy of which is attached to this Exercise
    Certificate, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase
    thereunder, [ ______(___)] Warrant Shares of the Company and herewith makes
    payment with this Exercise Certificate of [ ________Dollars ($_______)] therefor
    by the following method. Unless otherwise defined, capitalized terms used herein have the meanings ascribed thereto in the
    Warrant.

   

  (Check all that apply):

   

   ̈ The
    undersigned hereby elects to make payment of the Aggregate Exercise Price of [__________________Dollars ($______)]
    for [Warrant Shares] using the method described in Section 3(b)(i).

   

   ̈ The
undersigned
    hereby elects to make payment of the Aggregate Exercise Price of [__________________Dollars ($______)] for [Warrant
    Shares] using the method described in Section 3(b)(ii).

   

   ̈
    The undersigned hereby elects to make payment of the Aggregate Exercise Price of [_______Dollars ($______)] for [Warrant
    Shares] using the method described in Section 3(b)(iii).

   

  Unless otherwise defined herein, capitalized
    terms have the meanings provided in the Warrant.

   

  DATED:__________

   

  	 	[HOLDER]
	 	 	 	 
	 	By	 	 
	 	 	Name: 	 
	 	 	Title:	 


   

  
  
    	 	 	 


  

  
     

  

  
   

  Exhibit B 

      to Warrant

  ASSIGNMENT OF WARRANT

    [DATE OF ASSIGNMENT]

   

  THE UNDERSIGNED, [NAME OF HOLDER], is the
    holder (in such capacity, the “Holder”) of a Warrant issued by Zymergen Inc., a Delaware corporation
    (the “Company”), dated as of December 19, 2019 and bearing Warrant No. PSC-1 (the “Warrant”),
    a copy of which is attached to this Assignment, entitling the Holder to purchase up to 2,650,000 Warrant Shares (as defined in
    the Warrant). Unless otherwise defined, capitalized terms used herein have the meanings ascribed thereto in the Warrant.

   

  FOR VALUE RECEIVED, the Holder hereby sells,
    assigns and transfers to [NAME OF ASSIGNEE] (the “Assignee”) the right to acquire [all Warrant Shares
    entitled to be purchased upon

  exercise of the Warrant] [
       of the Warrant Shares entitled to be purchased upon exercise of the Warrant]. In furtherance of the foregoing assignment,
    the Holder hereby irrevocably instructs the Company to (i) memorialize such assignment on the Warrant Register as required pursuant
    to Section 5 of the Warrant, and (ii) pursuant to Section 6 of the Warrant, execute and deliver to the Assignee [and
    the Holder][a new Warrant][new Warrants] reflecting the foregoing assignment ([each] a “Substitute Warrant”).

   

  The Assignee acknowledges and agrees that
    its Substitute Warrant and the Warrant Shares to be issued upon exercise thereof are being acquired for investment and that the
    Assignee will not offer, sell or otherwise dispose of its Substitute Warrant or any Warrant Shares to be issued upon exercise or
    conversion thereof except under circumstances which will not result in a violation of the Securities Act or any applicable state
    securities Laws. The Assignee represents and warrants for the benefit of the Company that the Assignee is an “accredited
    investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

   

  To the extent required pursuant to Section
      10(a) of the Warrant, the Assignee acknowledges and agrees that a restrictive legend shall be applied to the Assignee’s
    Substitute Warrant and the Warrant Shares issuable upon exercise of such certificate substantially consistent with the legend set
    forth in Section 10(a)(i).

   

  IN WITNESS WHEREOF, the parties hereto agree
    as set forth above as of the date first written above.

   

  	 	[NAME OF HOLDER]
	 	 	 	 
	 	By	 	 
	 	 	Name: 	 
	 	 	Title:	 


   

  Accepted and agreed,

   

  [NAME OF ASSIGNEE]

   

  	By	 	 
	 	Name: 	 
	 	Title:	 


   

  
  
    	 	 	 


  

  
     

  

  
   

  Exhibit C 

      to Warrant

   

  JOINDER AGREEMENT

   

  [DATE]

   

  By execution of this agreement, the
    undersigned hereby agrees to become a party to, be bound by the obligations of and receive the benefits under [(a)] that
    certain Amended and Restated Investors’ Rights Agreement, dated November 30, 2018 (as may be amended from time to
    time), by and among Zymergen Inc. (the “Company”), the investors listed on Schedule A thereto and
    the holders of Common stock listed on Schedule B thereto[, and (b) that certain First Refusal and Co-Sale Agreement, dated
    November 30, 2018 (as may be amended from time to time), by and among the Company, certain holders of Common Stock of the
    Company listed on Schedule A thereto and the holders of Preferred Stock of the Company listed on Schedule B thereto, in each
    case] with the same force and effect as if the undersigned were originally a party thereto.

   

  Executed this ___ day of________, 20__.

   

  	 	[NAME OF HOLDER]
	 	 	 	 
	 	By	 	 
	 	 	Name: 	 
	 	 	Title: