Letter Agreement - Advanced Equities, inc.



 Exhibit 4.07 

[Insert Amyris Letterhead] 

April 8, 2010 
 Advanced
Equities, Inc. 
 311 S. Wacker Drive, Suite 1650 

Chicago, IL 60606 
 Attention: David Schmidt

 Dear David: 

Reference is hereby made to the following warrants (each an “AEI Warrant” and collectively, the
“AEI Warrants”): 
  

	 	(A)	 Warrant to Purchase Series B-1 Preferred Stock for 8,991 shares of Series B-1 Preferred Stock with an issue date of March 31, 2008;



  

	 	(B)	 Warrant to Purchase Series B-1 Preferred Stock for 53,916 shares of Series B-1 Preferred Stock with an issue date of June 30, 2008;



  

	 	(C)	 Warrant to Purchase Series B-1 Preferred Stock for 32,330 shares of Series B-1 Preferred Stock with an issue date of September 30, 2008;



  

	 	(D)	 Warrant to Purchase Series B-1 Preferred Stock for 5,478 shares of Series B-1 Preferred Stock with an issue date of December 31, 2008;



  

	 	(E)	 Warrant to Purchase Series B-1 Preferred Stock for 3,843 shares of Series B-1 Preferred Stock with an issue date of March 31, 2009; and



  

	 	(F)	 Warrant to Purchase Series C Preferred Stock for [            ] shares of
Series C Preferred Stock with an issue date of January     , 2010. 


 This
Letter Agreement is made by and between Amyris Biotechnologies, Inc. (the “Company”) and Advanced Equities, Inc. and certain of its affiliated investment funds (collectively, “AEI”). The Company and
AEI agree to the following: 
  

	 	1.	 AEI hereby acknowledges and agrees the following with respect to each of the AEI Warrants: 



 

	 	(a)	 The settlement of each AEI Warrant is to be made in Shares (as defined in each AEI Warrant) and, for the elimination of doubt, the fact that the
Shares delivered on exercise of each AEI Warrant are not registered under the Securities Act of 1933 will not in any way require the Company to settle any AEI Warrant otherwise than in Shares, including,











	 	
without limitation, that there is no circumstance that would require the Company to net cash settle any AEI Warrant. 


 

	 	(b)	 In case all the authorized Series B-1 Preferred Stock and/or Series C Preferred Stock of the Company is/are converted, pursuant to the
Company’s Articles of Incorporation, as may be amended from time to time, into Common Stock or other securities or property, or the Series B-1 Preferred Stock and/or Series C Preferred Stock otherwise cease(s) to exist, then, Holder (as defined
in each AEI Warrant), upon exercise of each AEI Warrant at any time after such time (the “Conversion Date”), shall receive, in lieu of the number of Shares that would have been issuable upon such exercise immediately prior to
the Conversion Date (the “Former Number of Shares”), the stock and other securities and property which Holder would have been entitled to receive upon the Conversion Date if Holder had exercised such AEI Warrant with respect
to the Former Number of Shares immediately prior to the Conversion Date (all subject to further adjustment as provided in each AEI Warrant). 


  

	 	2.	 This Letter Agreement, including each of the AEI Warrants, constitute the entire and exclusive agreement between the parties pertaining to the
subject matter hereof, and supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. Any modifications of this Letter Agreement must be in writing and signed by both parties
hereto. This Letter Agreement may be executed in counterparts, and each of which will be considered an original. 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








 The parties have executed this Letter Agreement as of the first date set
forth above. 
  

									
	 Amyris Biotechnologies, Inc.
	 		 	 Advanced Equities, Inc.

					
	 By:
	 	 /s/ John G. Melo
	 		 	 By:
	 	 /s/ Keith
Daubenspeck



									
					
	 Name:
	 	 John G. Melo
	 		 	     Name:
	 	 Keith
Daubenspeck



									
					
	 Title:
	 	 Chief Executive Officer
	 		 	       Title:
	 	 Chairman of AEFC



[SIGNATURE PAGE TO LETTER AGREEMENT BETWEEN
AMYRIS BIOTECHNOLOGIES, INC. 
 AND ADVANCED
EQUITIES, INC.]