Exhibit 4.2


 





REGISTRATION RIGHTS AGREEMENT 


 


This Registration Rights Agreement (this
“Agreement”) is made and entered into as of October 20, 2015, by and among Amyris, Inc. a Delaware corporation
(the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively,
the “Purchasers”).


 


This Agreement is made pursuant to the
Note Purchase Agreement, dated as October 14, 2015 between the Company and each Purchaser (the “Purchase Agreement”)
pursuant to which the Purchasers have purchased 9.50% Convertible Senior Notes due 2019 (the “Convertible Notes”)
which are convertible into Common Stock (as defined below).


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each of the Purchasers agree as follows:


 


1. Definitions. Capitalized terms
used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Additional Interest”
has the meaning set forth in Section 2(c).


 


“Advice” has the meaning
set forth in Section 6(c).


 


“Affiliate” means,
with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control
with, such person.


 


“Agreement” has the
meaning set forth in the Preamble.


 


“Business Day” means
a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing” has the meaning
set forth in the Purchase Agreement.


 


“Closing Date” has
the meaning set forth in the Purchase Agreement.


 


“Commission” means
the Securities and Exchange Commission.


 


“Common Stock” means
the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereinafter be
reclassified.


 


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


 


“Effective Date” means
the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.


 


“Effectiveness Deadline”
means, with respect to the Initial Registration Statement or the New Registration Statement, the sixtieth (60th) calendar
day following the Closing Date (or, in the event the Commission reviews the Initial Registration Statement or the New Registration
Statement, the seventy-fifth (75th) calendar day following the Closing Date).


 


“Effectiveness Period”
has the meaning set forth in Section 2(b).


 


“Event” has the meaning
set forth in Section 2(c).


 


“Event Date” has the
meaning set forth in Section 2(c).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 



    

     

    




“Filing Deadline” means,
with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the thirtieth (30th) calendar
day following the Closing Date, provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day
that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission
is open for business.


 


“Holder” or “Holders”
means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified Party”
has the meaning set forth in Section 5(c).


 


“Indemnifying Party”
has the meaning set forth in Section 5(c).


 


“Indenture” means the
Indenture dated October 20, 2015 among the Company and Wells Fargo Bank, National Association.


 


“Initial Registration Statement”
means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Interest Shares” has
the meaning ascribed thereto in the Purchase Agreement.


 


“Legal Counsel” has
the meaning set forth in Section 4.


 


“Losses” has the meaning
set forth in Section 5(a).


 


“New Registration Statement”
has the meaning set forth in Section 2(a).


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal Market”
means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date,
shall be the NASDAQ Global Select Market.


 


“Proceeding” means
an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Prospectus” means
the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Purchase Agreement”
has the meaning set forth in the Recitals.


 


“Purchaser” or “Purchasers”
has the meaning set forth in the Preamble.


 


“Registrable Securities”
means all of (i) the Shares, and (ii) any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing, provided, that the Holder has completed and delivered to
the Company a Selling Stockholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder’s
Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration
Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Holder shall cease to be a Registrable
Security); or (B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be
in compliance with the current public information requirement thereunder and without volume or manner-of-sale restrictions, pursuant
to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent.


 



    

     

    




“Registration Statements”
means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement,
the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration Statements,
including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference
in such Registration Statements.


 


“Remainder Registration Statement”
has the meaning set forth in Section 2(a).


 


“Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 415” means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Guidance” means
(i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the
Securities Act.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Stockholder Questionnaire”
means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be proposed
by a Purchaser and reasonably acceptable to the Company.


  


“Shares” means the
shares of Common Stock issued or issuable to the Purchasers upon conversion of the Convertible Notes, including in connection with
an Early Conversion Payment (as defined in the Indenture), or in the payment of interest on the Convertible Notes, including any
such shares issued as Interest Shares.


 


“Trading Day” means
(i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the OTC Bulletin Board),
or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common
Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not
quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink
sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided,
that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading
Day shall mean a Business Day.


 


“Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market,
the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.


 


2. Registration.


 



    

     

    




(a) On or prior to the Filing Deadline,
the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities
not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution
of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The
Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable
Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable
Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise
required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan
of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided
by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission
informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for
resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders
thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the
Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New
Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered
by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering;
provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to
use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities
in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29.
Notwithstanding any other provision of this Agreement and subject to the payment of Additional Interest in Section 2(c),
if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration
rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be
registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders (or would
be held by such Holders if the Convertible Notes held by such Holders were converted), subject to a determination by the Commission
that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends
the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above,
the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC
Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or
such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial
Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).


 


(b) The Company shall use its commercially
reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and,
with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness
Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated
under the Securities Act), and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective
under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration
Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration
Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel
to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s
transfer agent (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration
Statement as of 5:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic
mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the
Company telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested
for effectiveness of such Registration Statement. To the extent required by the Securities Act, the Company shall, by 9:30 A.M.
New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required
by Rule 424(b). Failure to so notify the Holders on or before the second Trading Day after such notification or effectiveness or
failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(c).






 



    

     

    




(c) If: (i) the Initial Registration
Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or
the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective)
for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date, (A) such Registration Statement
ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration
Statement), to remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the
Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason for more than
an aggregate of twenty (20) consecutive calendar days or forty (40) calendar days (which need not be consecutive days)
during any twelve (12) month period, (any such failure or breach in clauses (i) through (iii) above being referred
to as an “Event,” and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes
of clause (iii), the date on which such twenty (20) or forty (40) calendar day period is exceeded, being referred to
as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable
law, from each such Event Date until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities
are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay additional
interest (“Additional Interest”) to each Holder at a rate per annum equal to one-half of one percent (0.50%)
of the sum of (i) the aggregate principal amount of Convertible Notes held by such Holder and (ii) the aggregate principal amount
of Convertible Notes which were held by such Holder and were subsequently converted into Registrable Securities that have not been
registered as of such Event Date . Any amounts to be paid as Additional Interest shall be paid semi-annually in arrears, with the
first semi-annual payment due on the first regularly-scheduled interest payment date for the Convertible Notes occurring after
the Event Date. The Additional Interest shall be the exclusive monetary remedy available to the Holders for an Event. In no event
shall the Company be required to pay Additional Interest in respect of more than one Event at any one time or in excess of the
applicable maximum amount of one-half of one percent (0.5%) set forth above, regardless of whether one or multiple Events have
occurred and are continuing.


 


The Company shall not be liable for Additional
Interest under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration
Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to
be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed
hereunder are triggered, in which case the provisions of this Section 2(c) shall once again apply, if applicable. In
such case, the Additional Interest shall be calculated to only apply to the percentage of Registrable Securities which are permitted
in accordance with SEC Guidance to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement
shall be extended without default or Additional Interest hereunder in the event that the Company’s failure to obtain the
effectiveness of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the
Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements
of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by
such Purchaser).


 


(d) Each Holder agrees to furnish to the
Company a completed Selling Stockholder Questionnaire not more than ten (10) Trading Days following the date of this Agreement.
At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration
under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the
information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly
upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each Holder
further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus
for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed
Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence.
If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either
case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required
to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment
thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified
in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the
information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(d)
will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information
in the Registration Statement.


 



    

     

    




(e) In the event that Form S-3 is not
available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale
of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holders and (ii) undertake
to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall
maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the Commission.


 


3. Registration Procedures


 


In connection with the Company’s
registration obligations hereunder, the Company shall:


 


(a)       
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading
Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the
Holders or, if Legal Counsel (as defined below) has been designated as provided below, to Legal Counsel copies of such Registration
Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review
of the Holders, or Legal Counsel, if applicable, (it being acknowledged and agreed that if a Holder or, if applicable, Legal Counsel
does not object to or comment on the aforementioned documents within such five (5) Trading Day or one (1) Trading Day
period, as the case may be, then the Holder, or Legal Counsel, on behalf of the Holders, shall be deemed to have consented to and
approved the use of such documents) and (ii) use commercially reasonable efforts to cause its officers and directors, counsel
and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of
respective counsel to each Holder or Legal Counsel, if applicable, to conduct a reasonable investigation within the meaning of
the Securities Act. The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the
five (5) Trading Day or one (1) Trading Day period described above, as applicable.


 


(b) (i) Prepare and file with the Commission
such amendments (including post-effective amendments) and supplements, to each Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable
Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus
supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond
as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement
or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence
from and to the Commission relating to such Registration Statement that pertains to the Holders as “Selling Stockholders”
but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company;
and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of
(subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth
in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that in the event
the Company informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities, the Company shall
deliver to the Holders a copy of the Prospectus in electronic format and each such Holder shall be responsible for the delivery
of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities, and each Holder agrees to dispose
of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement and
otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason
of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company
shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company
to amend or supplement such Registration Statement was filed.


 



    

     

    




(c) Notify the Holders (which notice shall,
pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until
the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than one
(1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one
(1) Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the
Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling
Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the
Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement
or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal
or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information
that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the
issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in
a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or
any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or
the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or
supplement thereto, in light of the circumstances under which they were made), not misleading.


 


(d) Use commercially reasonable efforts
to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities
for sale in any jurisdiction, as soon as practicable.


 


(e) If requested by a Holder, furnish
to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits
to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing
of such documents with the Commission; provided, that the Company shall have no obligation to provide any document pursuant
to this clause that is available on the Commission’s EDGAR system.


 


(f) Prior to any resale of Registrable
Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities
for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(g) If requested by a Holder, cooperate
with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase
Agreement and under law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and
registered in such names as any such Holders may reasonably request.


 


(h) Following the occurrence of any
event contemplated by Section 3(c), as promptly as reasonably practicable, prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or
any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not
misleading. If the Company notifies the Holders in accordance with clauses (iii) through (v) of Section 3(c)
above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders
shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the
Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h)
to suspend the availability of a Registration statement and Prospectus, subject to the payment of Additional Interest.


 



    

     

    




(i) The Company may require each selling
Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by
such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations,
(iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as
may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company is unable to
meet its obligations hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish such
information within three (3) Trading Days of the Company’s request, any Additional Interest accruing at such time as
to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to
such Holder only, until such information is delivered to the Company.


 


(j) The Company shall cooperate with any
registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant
to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required for the first such filing
within two (2) Business Days of the request therefor.


 


4. Registration Expenses. All fees
and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding
any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then
listed for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities
and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested
by the Holders) and (C) if not previously paid by the Company in connection with Section 3(j) above, with respect
to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities
with FINRA pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in
connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of
the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees
and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event
shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent
provided for in the Purchase Agreement, any legal fees or other costs of the Holders, except as provided in the immediately succeeding
sentence. The Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this
Agreement (“Legal Counsel”), and the cost thereof shall be borne by the Company.


 



    

     

    




5. Indemnification.


 


(a) Indemnification by the Company.
The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers,
directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of them, each Person who controls
any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in
any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company
of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance
of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged
untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing
to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence
of an event of the type specified in Section 3(c)(iii)-(v), related to the use by a Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior
to the receipt by such Holder of the Advice contemplated and defined in Section 6(c) below, to the extent that following
the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent
that any such Losses arise out of the Purchaser’s (or any other indemnified Person’s) failure to send or give a copy
of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or
any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission
or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement
or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat
or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the
Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the
Holders.


 


(b) Indemnification by Holders.
Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees,
each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such
untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein or (ii) to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for
use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such
Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an
event of the type specified in Section 3(c)(iii)-(v), to the extent related to the use by such Holder of an
outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). In no event shall the liability
of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the
sale of the Registrable Securities giving rise to such indemnification obligation.


 



    

     

    




(c) Conduct of Indemnification Proceedings.
If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have
materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party shall have the right
to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding
and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right
to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying
Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified
Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is
a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such Proceeding and such settlement does not include any non-monetary limitation on the actions of any Indemnified
Party or any of its affiliates or any admission of fault or liability on behalf of any such Indemnified Party.


 


Subject to the terms of this Agreement,
all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid
to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party;
provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification
hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any
such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5,
except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.


 


(d) Contribution. If a claim for
indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions
that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was
available to such party in accordance with its terms.


 



    

     

    




The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of
the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be
made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under
the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


The indemnity and contribution agreements
contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


 


6. Miscellaneous.


 


(a) Remedies. In the event of a
breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the case
may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages
would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.


 


(b) Compliance. Each Holder covenants
and agrees that in the event the Company informs such Holder in writing that it does not satisfy the conditions specified in Rule
172 and, as a result thereof, such Holder is required to deliver a Prospectus in connection with any disposition of Registrable
Securities, it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell
the Registrable Securities only in accordance with a method of distribution described in the Registration Statement


 


(c) Discontinued Disposition. By
its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence
of any event of the kind described in Section 3(c)(iii)-(v), such Holder will forthwith discontinue disposition
of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the
Registrable Securities hereunder shall be subject to the provisions of Section 2(c).


 


(d) No Inconsistent Agreements.
Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the
rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(e) Amendments and Waivers. The
provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived
unless the same shall be in writing and signed by the Company and each Holder. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the immediately preceding sentence.


 



    

     

    




(f) Notices. Any and all notices
or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase
Agreement.


 


(g) Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign
its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s
assets) or obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable
Securities. Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the
Purchase Agreement; provided in each case that (i) the Holder agrees in writing with the transferee or assignee to
assign such rights and related obligations under this Agreement, and for the transferee or assignee to assume such
obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment,
(ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the
name and address of such transferee or assignee and the securities with respect to which such registration rights are being
transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein and (iv) the transferee is a “qualified institutional buyer” (as defined in Rule
144A under the Securities Act) or “institutional accredited investors” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D.


 


(h) Execution and Counterparts.
This Agreement may be executed in two or more 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 Agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.


 


(i) Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with
the provisions of the Purchase Agreement.


 


(j) Cumulative Remedies. The remedies
provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(k) Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(l) Headings. The headings in this
Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


 


 



    

     

    




IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	 	 	 	 
	 	AMYRIS, INC.
	 	 	 
	 	By:	 	 
	 	Name:	 	John Melo
	 	Title:	 	President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

[Signature
Page]



    

     

    






IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	 	 	 	 
	 	PURCHASERS:
	 	 
	 	 
	 	 
	 	 	 
	 	By:	 	 
	 	 	 	(signature)
	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Tel:	 	 
	 	Fax:	 	 
	 	E-mail Address:	 	 


 


 


 


 


 


 


 


 


 


 


 


 


  





[Signature Page]



    

     

    

ANNEX A


 


PLAN OF DISTRIBUTION


 


We are registering the shares of common
stock previously issued to the selling stockholders and issuable upon conversion of, including in connection with an Early Conversion
Payment (as defined in the Indenture), or the payment of interest upon, the Convertible Notes previously issued to the selling
stockholders to permit the resale of these shares of common stock by the holders of the common stock from time to time after the
date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common
stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholders may sell all or
a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale, or at negotiated prices. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. These sales may be effected in transactions, which may
involve crosses or block transactions: 


 


	 	•	 	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; 


 


	 	•	 	in the over-the-counter market; 


 


	 	•	 	in transactions otherwise than on these exchanges or systems or in the over-the-counter market; 


 


	 	•	 	through the writing of options, whether such options are listed on an options exchange or otherwise; 


 


	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 


 


	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; 


 


	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 


 


	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange; 


 


	 	•	 	privately negotiated transactions; 


 


	 	•	 	short sales; 




	 	•	 	through the distribution of the common stock by any selling stockholders to its partners, members or stockholders; 


 


	 	•	 	through one or more underwritten offerings on a firm commitment or best efforts basis; 


 


	 	•	 	sales pursuant to Rule 144; 


 


	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; 


 


	 	•	 	a combination of any such methods of sale; and 


 


	 	•	 	any other method permitted pursuant to applicable law. 


 


If the selling stockholders effect such
transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types
of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course
of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of
common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short
sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.


 



    

     

    




The selling stockholders may pledge or
grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of
their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant
to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in
other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.


 


The selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common
stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of
common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers. The selling stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares of common stock against certain liabilities, including liabilities arising under the Securities
Act.


 


Under the securities laws of some states,
the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.


 


There can be no assurance that any selling
stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this
prospectus forms a part.


 


The selling stockholders and any other
person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales
of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict
the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with
respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with respect to the shares of common stock.


 


We will pay all expenses of the registration
of the shares of common stock pursuant to the registration rights agreement, estimated to be $            
in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “Blue Sky”
laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in
accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified
by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any
written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the
registration rights agreement, or we may be entitled to contribution.


 


Once sold under the registration statement,
of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our
affiliates.


 



    

     

    




ANNEX B


 


AMYRIS, INC.


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder of shares of the
common stock, par value $0.01 per share, of Amyris, Inc. (the “Company”) understands that the Company intends
to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Resale Registration Statement”)
for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities in accordance with the terms of the Registration Rights Agreement. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


In order to sell or otherwise dispose of
any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be
required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be
bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below).
Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus.



 


Certain legal consequences arise from being
named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in
the Resale Registration Statement and the Prospectus.


 


NOTICE 


 


The undersigned holder (the “Selling
Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose
of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale
Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it
will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.


 


The undersigned hereby provides the following
information to the Company and represents that such information is accurate and complete:


 


QUESTIONNAIRE 


 





	1.	Name. 	 
	 	(a)	Full Legal Name of Selling Stockholder: 
	 	 	 	 
	 	 	 
	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held: 
	 	 	 	 
	 	 	 
	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire): 
	 	 	 	 



 



    

     

    




 





	2.	Address for Notices to Selling Stockholder:
	 	 
	 	 
	 	 






	Telephone:	 	 



	Fax:	 	 



	Contact Person:	 	 



	E-mail address of Contact Person:	 	 






 





	3.	Beneficial Ownership of Registrable Securities: 
	 	 	 
	 	(a)	Type and Number of Registrable Securities beneficially owned: 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	(b)	Number of shares of Common Stock to be registered pursuant to this Notice for resale: 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 





	4.	Broker-Dealer Status: 	 
	 	 	 
	 	(a)	Are you a broker-dealer? 
	 	 	Yes   ̈    No   ̈	 
	 	(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? 
	 	 	Yes   ̈    No   ̈	 
	Note:  If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	(c)	Are you an affiliate of a broker-dealer? 
	 	 	Yes   ̈    No   ̈	 
	 	Note:  If yes, provide a narrative explanation below:
	 	 	 	 
	 	 	 	 
	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	Yes   ̈    No   ̈	 
	Note:  If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 	 



 



    

     

    




	5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling
    Stockholder. 
	 	 
	 	Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3. 
	 	 
	Type and amount of other securities beneficially owned:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	6.	Relationships with the Company: 
	 	 	 	 
	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	 	 	 	 
	 	State any exceptions here:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	7.	Plan of Distribution: 
	 	 	 	 
	 	The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.
	 	 	 	 
	 	State any exceptions here:
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


***********


The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective
date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Registration Rights Agreement shall
be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight
delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to
rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the undersigned consents to the disclosure
of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


 



    

     

    




By signing below, the undersigned acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations
thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration
Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in
connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto
filed with the Commission pursuant to the Securities Act.


 


By returning this Questionnaire, the undersigned will be deemed
to be aware of the foregoing interpretation.


 


I confirm that, to the best of my knowledge and belief, the
foregoing statements (including, without limitation the answers to this Questionnaire) are correct.


 


 


 


 


 


 


 


 






    

     

    

 


IN WITNESS WHEREOF the undersigned, by authority duly given,
has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 





	Dated:	 	 	 	Beneficial Owner:	 	 



 





	 	By:	 	 
	 	 	Name:	 
	 	 	Title: