EX-4.5



 Exhibit 4.5 
 BIOAMBER INC. 
 THIRD AMENDMENT 

TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT 
 THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”), entered into as of May 2, 2013, by and among BIOAMBER INC., a Delaware
corporation (the “Corporation”), and the undersigned Security Holders (as defined in the Shareholders Agreement defined below). 
 R E C I T A L S 

WHEREAS, the Corporation and certain parties identified on the signature pages thereto are parties to that certain Amended and
Restated Shareholders’ Agreement dated as of April 15, 2011, as amended on November 4, 2011 and February 6, 2012 (the “Shareholders Agreement”); 

WHEREAS, pursuant to its Section 12.5, the Shareholders Agreement may be amended or otherwise modified by an instrument in
writing executed by (i) the Corporation, (ii) the Shareholders holding a majority of the then outstanding Shares of the Corporation, and (iii) the Investors representing an Investor Super-Majority, as such terms are defined in the
Shareholders Agreement (the “Requisite Consent”); 
 WHEREAS, upon execution of this Amendment, the
Requisite Consent shall have been received, and this Amendment shall be binding upon the Corporation and all Security Holders who are parties to the Shareholders Agreement; 
 WHEREAS, the Security Holders who are parties to this Amendment believe that it is in their best interests to amend the terms and conditions of the Shareholders Agreement as set out in this
Amendment; and 
 WHEREAS, the Corporation has agreed to be a party to this Amendment in order to acknowledge the
amendment to certain rights conferred upon the Security Holders in the Shareholders Agreement. 
 NOW, THEREFORE, in
consideration of the premises and mutual covenants set forth herein, it is mutually agreed by and among the parties as follows: 

A G R E E M E N T 

 

	1.	AMENDMENTS TO SHAREHOLDERS AGREEMENT 

  

	1.1	Section 12.5 shall be deleted in its entirety and the following shall be inserted in its place: 


Termination; Amendment. This Agreement may be amended (including without limitation an amendment which effects
the termination of this Agreement), and the provisions hereof may be waived, only by a written instrument executed by each of (i) the 







 
Corporation, (ii) the Shareholders holding a majority of the then outstanding Shares of the Corporation, and (iii) the Investors representing an Investor Super-Majority. This
Agreement shall remain in full force and effect unless terminated pursuant to the preceding sentence or until the first to occur of (A) completion of an offering of Shares by the Corporation pursuant to a registration statement effective under
the Securities Act which results in the Corporation becoming a reporting company under the Securities Exchange Act of 1934, as amended; (B) immediately prior to consummation of an IPO, (C) the date of closing of a sale, lease, or other
disposition of all or substantially all of the Corporation’s assets or the Corporation’s merger with or into or consolidation with any other corporation or other entity, or any other corporate reorganization, in which the holders of the
Corporation’s outstanding voting securities immediately prior to such transaction own, immediately after such transaction, securities representing less than a majority of the voting power of the corporation or other entity surviving or
resulting from such transaction, or (D) the dissolution, bankruptcy or receivership of the Corporation; provided, however, that the rights of: (w) Naxos hereunder to designate and/or remove the Naxos Nominee and the Naxos Observers,
any other approval or consent rights of Naxos or the Naxos Nominee, or any other right or obligations of Naxos under this Agreement, may not be amended, modified or waived (for so long as Naxos is entitled to designate the Naxos Nominee pursuant to
the terms of this Agreement) without the consent of Naxos; (x) Sofinnova hereunder to designate and/or remove the Sofinnova Nominee, any other approval or consent rights of Sofinnova or the Sofinnova Nominee, or any other right or obligations
of Sofinnova under this Agreement, may not be amended, modified or waived (for so long as Sofinnova is entitled to designate the Sofinnova Nominee pursuant to the terms of this Agreement) without the consent of Sofinnova; (y) Mitsui &
Co. and Mitsui CVP hereunder to designate and/or remove the Mitsui Nominee and the Mitsui Observer, any other approval or consent rights of Mitsui & Co. and Mitsui CVP or the Mitsui Nominee, or any other right or obligations of
Mitsui & Co. and Mitsui CVP under this Agreement, may not be amended, modified or waived (for so long as Mitsui & Co. is entitled to designate the Mitsui Nominee pursuant to the terms of this Agreement) without the consent of
Mitsui & Co.; and (z) Lanxess Corporation hereunder to designate and/or remove the Lanxess Nominee, any other approval or consent rights of Lanxess Corporation or the Lanxess Nominee, or any other right or obligations of Lanxess
Corporation under this Agreement, may not be amended, modified or waived (for so long as Lanxess is entitled to designate the Lanxess Nominee pursuant to the terms of this Agreement) without the consent of Lanxess Corporation; and provided,
further, that the registration rights provisions of Exhibit A hereto shall survive termination of this Agreement and shall continue in full force and effect until such date that parties no longer have any registration rights pursuant to Exhibit
A. 
  

	2.	GENERAL 

 2.1 Definitions.
Except as otherwise defined herein, all capitalized terms in this Amendment shall have the meaning ascribed to them in the Shareholders Agreement. 
 2.2 Entire Agreement. The Shareholders Agreement, as amended by this Amendment, is the complete and exclusive statement of the Agreement between the parties with respect to the


  
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subject matter contained herein and supersedes and merges all prior representations, proposals, understandings and all other agreements, oral or written, express or implied, between the parties
relating to the matters contained herein. 
 2.3 Other Provisions Unchanged. Except as amended by this Amendment, all provisions of the
Shareholders Agreement remain unchanged and in full force and effect. In the event of any inconsistency between any term or provision of this Amendment and any term or provision in the Shareholders Agreement, the terms and provisions of this
Amendment shall govern and prevail. 
 2.4 Preamble and Schedules. The preamble and the schedules hereto are an integral part of this
Amendment and are incorporated by reference herein. 
 2.5 Counterparts. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 2.6 Governing Law; Dispute
Resolution. This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware without giving effect to its conflict of laws principles. Any disputes hereunder shall be governed by the dispute resolution
provisions set forth in Section 12.10 of the Shareholders Agreement. 
 (signatures on next pages) 

  
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 IN WITNESS WHEREOF the parties have signed this Amendment at the place and as of the
date first mentioned above. 
  

			
	BioAmber Inc.
		
	By:	 	 /s/ Jean-François Huc

	Name: Jean-François Huc
	Title: President
	
	FCPR Soffinnova Capital VI
		
	By:	 	 /s/ Denis Lucquin

	Name: Denis Lucquin
	Title: Managing Director
	
	 MCVP Technology Fund I, LLC, by Mitsui & Co.
 Global Investment, Inc., its manager

		
	By:	 	 /s/ Kenichi Kimura

	Name: Kenichi Kimura
	Title: President & CEO
	
	Cliffton Equities Inc.
		
	By:	 	 /s/ Joanne Peluso

	Name: Joanne Peluso
	Title: President


 [Third Amendment to the Amended & Restated Stockholders’ Agreement] 







 
			
	NAXAMBER S.A.
		
	By:	 	 /s/ Jacques Reckinger

	Name: Jacques RECKINGER
	Title: Director
	
	and
		
	By:	 	 /s/ Christopher Piel

	Name: Christopher PIEL
	Title: Director
	
	Mitsui & Co., Ltd., Principal Investment Div.
		
	By:	 	 /s/ Wataru Ebata

	Name: Wataru Ebata
	 Title: Principal Investment Division
 Mitsui & Co., Ltd

	
	 Lanxess Corporation

		
	By:	 	 /s/ F. Bjoernslen

	Name: F. Bjoernslen
	Title: CEO


 [Third Amendment to the Amended & Restated Stockholders’ Agreement]