Exhibit 4.3



COMMON STOCK   PURCHASE WARRANT YIELD10 BIOSCIENCE, INC. Warrant Shares: CUSIP: ISIN:   Initial Exercise Date: , 2017 THIS COMMON STOCK PURCHASE WARRANT (the   “Warrant”) certifies that, for value received, CEDE & CO. or its assigns   (the “Holder”) is entitled, upon the terms and subject to the limitations on   exercise and the conditions hereinafter set forth, at any time on or after   the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m.   (New York City time) on [ ] (the “Termination Date”) but not thereafter, to   subscribe for and purchase from Yield10 Bioscience, Inc., a Delaware   corporation (the “Company”), up to shares (as subject to adjustment   hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one   share of Common Stock under this Warrant shall be equal to the Exercise   Price, as defined in Section 2(b). This Warrant shall initially be issued and   maintained in the form of a security held in book-entry form and the   Depository Trust Company or its nominee (“DTC”) shall initially be the sole   registered holder of this Warrant, subject to a Holder’s right to elect to   receive a Warrant in certificated form pursuant to the terms of the Warrant   Agency Agreement, in which case this sentence shall not apply. Section 1.   Definitions. In addition to the terms defined elsewhere in this Warrant, the   following terms have the meanings indicated in this Section 1: “Affiliate”   means any Person that, directly or indirectly through one or more intermediaries,   controls or is controlled by or is under common control with a Person, as   such terms are used in and construed under Rule 405 under the Securities Act.   “Bid Price” means, for any date, the price determined by the first of the   following clauses that applies: (a) if the Common Stock is then listed or   quoted on a Trading Market, the bid price of the Common Stock for the time in   question (or the nearest preceding date) on the Trading Market on which the   Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on   a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City   time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted   average price of the Common Stock for such date (or the nearest preceding   date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then   listed or quoted for trading on OTCQB or OTCQX and if prices for the Common   Stock are then reported in the “Pink Sheets” published by OTC Markets Group,   Inc. (or a similar organization or agency succeeding to its functions of   reporting prices), the most recent bid price per share of the Common Stock so   reported, or (d) in all other cases, the fair market value of a share of   Common Stock as determined by an independent appraiser selected in good faith   by the 1 


    




 










Holders of a   majority in interest of the Warrants then outstanding and reasonably   acceptable to the Company, the fees and expenses of which shall be paid by   the Company. “Board of Directors” means the board of directors of the   Company. “Business Day” means any day except any Saturday, any Sunday, any   day which is a federal legal holiday in the United States or any day on which   banking institutions in the State of New York are authorized or required by   law or other governmental action to close. “Commission” means the United   States Securities and Exchange Commission. “Common Stock” means the common   stock of the Company, par value $0.01 per share, and any other class of   securities into which such securities may hereafter be reclassified or   changed. “Common Stock Equivalents” means any securities of the Company or   the Subsidiaries which would entitle the holder thereof to acquire at any   time Common Stock, including, without limitation, any debt, preferred stock, right,   option, warrant or other instrument that is at any time convertible into or   exercisable or exchangeable for, or otherwise entitles the holder thereof to   receive, Common Stock. “Exchange Act” means the Securities Exchange Act of   1934, as amended, and the rules and regulations promulgated thereunder.   “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. “Registration Statement” means the Company’s   registration statement on Form S-1 (File No. 333-221283). “Securities Act”   means the Securities Act of 1933, as amended, and the rules and regulations   promulgated thereunder. “Trading Day” means a day on which the Common Stock   is traded on a Trading Market. “Trading Market” means any of the following   markets or exchanges on which the Common Stock is listed or quoted for   trading on the date in question: the NYSE American, the Nasdaq Capital   Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New   York Stock Exchange (or any successors to any of the foregoing). “Transfer   Agent” means American Stock Transfer & Trust Company, LLC, with offices   located at 6201 15th Avenue, Brooklyn, New York 11219 and a facsimile number   of (718) 765-8712, and any successor transfer agent of the Company. 2 


    




 










“VWAP” means,   for any date, the price determined by the first of the following clauses that   applies: (a) if the Common Stock is then listed or quoted on a Trading   Market, the daily volume weighted average price of the Common Stock for such   date (or the nearest preceding date) on the Trading Market on which the   Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on   a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City   time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted   average price of the Common Stock for such date (or the nearest preceding   date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then   listed or quoted for trading on OTCQB or OTCQX and if prices for the Common   Stock are then reported in the “Pink Sheets” published by OTC Markets Group,   Inc. (or a similar organization or agency succeeding to its functions of   reporting prices), the most recent bid price per share of the Common Stock so   reported, or (d) in all other cases, the fair market value of a share of   Common Stock as determined by an independent appraiser selected in good faith   by the holders of a majority in interest of the Warrants then outstanding and   reasonably acceptable to the Company, the fees and expenses of which shall be   paid by the Company. “Warrant Agency Agreement” means that certain warrant   agency agreement, dated on or about the Initial Exercise Date, between the   Company and the Warrant Agent. “Warrant Agent” means the Transfer Agent and   any successor warrant agent of the Company. “Warrants” means this Warrant and   other Common Stock purchase warrants issued by the Company pursuant to the   Registration Statement. Section 2. Exercise. a) Exercise of Warrant. Exercise   of the purchase rights represented by this Warrant may be made, in whole or   in part, at any time or times on or after the Initial Exercise Date and on or   before the Termination Date by delivery to the Company of a duly executed   facsimile copy (or PDF copy submitted by e-mail attachment) of the Notice of   Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier   of (i) two (2) Trading Days and (ii) the number of Trading Days comprising   the Standard Settlement Period (as defined in Section 2(d)(i) herein)   following the date of exercise as aforesaid, the Holder shall deliver the   aggregate Exercise Price for the shares specified in the applicable Notice of   Exercise by wire transfer or cashier’s check drawn on a United States bank   unless the cashless exercise procedure specified in Section 2(c) below is   specified in the applicable Notice of Exercise. No ink-original Notice of   Exercise shall be required, nor shall any medallion guarantee (or other type   of guarantee or notarization) of any Notice of Exercise form be required.   Notwithstanding anything herein to the contrary, the Holder shall not be   required to physically surrender this Warrant to the Company until the Holder   has purchased all of the Warrant Shares available hereunder and the Warrant   has been exercised in full, in which case, the Holder shall surrender this   Warrant to the Company for cancellation within three (3) Trading Days of the   date on which the final Notice of Exercise is delivered to the Company.   Partial exercises of this Warrant resulting in purchases of a portion of the   total 3 


    




 










number of   Warrant Shares available hereunder shall have the effect of lowering the   outstanding number of Warrant Shares purchasable hereunder in an amount equal   to the applicable number of Warrant Shares purchased. The Holder and the   Company shall maintain records showing the number of Warrant Shares purchased   and the date of such purchases. The Company shall deliver any objection to   any Notice of Exercise within one (1) Business Day of receipt of such notice.   The Holder and any assignee, by acceptance of this Warrant, acknowledge and   agree that, by reason of the provisions of this paragraph, 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 less than   the amount stated on the face hereof. Notwithstanding the foregoing in this   Section 2(a), a holder whose interest in this Warrant is a beneficial   interest in certificate(s) representing this Warrant held in book-entry form   through DTC (or another established clearing corporation performing similar   functions), shall effect exercises made pursuant to this Section 2(a) by   delivering to DTC (or such other clearing corporation, as applicable) the   appropriate instruction form for exercise, complying with the procedures to   effect exercise that are required by DTC (or such other clearing corporation,   as applicable), subject to a Holder’s right to elect to receive a Warrant in   certificated form pursuant to the terms of the Warrant Agency Agreement, in   which case this sentence shall not apply. b) Exercise Price. The exercise   price per share of Common Stock under this Warrant shall be $ , subject to   adjustment hereunder (the “Exercise Price”). c) Cashless Exercise. If at the   time of exercise hereof there is no effective registration statement   registering, or the prospectus contained therein is not available for the   issuance of the Warrant Shares to the Holder, then this Warrant may also be   exercised, in whole or in part, at such time by means of a “cashless   exercise” in which the Holder shall be entitled to receive a number of   Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),   where: (A) = as applicable: (i) the VWAP on the Trading Day immediately   preceding the date of the applicable Notice of Exercise if such Notice of   Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof   on a day that is not a Trading Day or (2) both executed and delivered   pursuant to Section 2(a) hereof on a Trading Day prior to the opening of   “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS   promulgated under the federal securities laws) on such Trading Day, (ii) at   the option of the Holder, either (y) the VWAP on the Trading Day immediately   preceding the date of the applicable Notice of Exercise or (z) the Bid Price   of the Common Stock on the principal Trading Market as reported by Bloomberg   L.P. as of the time of the Holder’s execution of the applicable Notice of   Exercise if such Notice of Exercise is executed during “regular trading   hours” on a Trading Day and is delivered within two (2) hours thereafter   (including until two (2) hours after the close of “regular trading hours” on   a Trading Day) pursuant to Section 2(a) hereof or (iii) the 4 


    




 










VWAP on the   date of the applicable Notice of Exercise if the date of such Notice of   Exercise is a Trading Day and such Notice of Exercise is both executed and   delivered pursuant to Section 2(a) hereof after the close of “regular trading   hours” on such Trading Day; (B) = the Exercise Price of this Warrant, as   adjusted hereunder; and (X) = the number of Warrant Shares that would be   issuable upon exercise of this Warrant in accordance with the terms of this   Warrant if such exercise were by means of a cash exercise rather than a   cashless exercise. If Warrant Shares are issued in such a cashless exercise,   the parties acknowledge and agree that in accordance with Section 3(a)(9) of   the Securities Act, the Warrant Shares shall take on the registered   characteristics of the Warrants being exercised. The Company agrees not to   take any position contrary to this Section 2(c). Notwithstanding anything   herein to the contrary, on the Termination Date, this Warrant shall be   automatically exercised via cashless exercise pursuant to this Section 2(c).   Notwithstanding the foregoing, and without limiting the rights of the Holder   under Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required   to net cash settle an exercise of this Warrant. d) Mechanics of Exercise. i.   Delivery of Warrant Shares Upon Exercise.Warrant Shares purchased hereunder   shall be transmitted by the Transfer Agent to the Holder by crediting the   account of the Holder’s or its designee’s balance account with The Depository   Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)   if the Company is then a participant in such system and either (A) there is   an effective registration statement permitting the issuance of the Warrant   Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is   being exercised via cashless exercise, and otherwise by physical delivery of   a certificate, registered in the Company’s share register in the name of the   Holder or its designee, for the number of Warrant Shares to which the Holder   is entitled pursuant to such exercise to the address specified by the Holder   in the Notice of Exercise by the date that is the earliest of (i) two (2)   Trading Days after the delivery to the Company of the Notice of Exercise,   (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to   the Company and (iii) the number of Trading Days comprising the Standard   Settlement Period after the delivery to the Company of the Notice of Exercise   (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice   of Exercise, the Holder shall be deemed for all corporate purposes to have   become the holder of record of the Warrant Shares with respect to which this   Warrant has been exercised, irrespective 5 


    




 










of the date of   delivery of the Warrant Shares, provided that payment of the aggregate   Exercise Price (other than in the case of a cashless exercise) is received   within the earlier of (i) two (2) Trading Days and (ii) the number of Trading   Days comprising the Standard Settlement Period following delivery of the   Notice of Exercise. If the Company fails for any reason to deliver to the   Holder the Warrant Shares subject to a Notice of Exercise by the Warrant   Share Delivery Date, the Company shall pay to the Holder, in cash, as   liquidated damages and not as a penalty, for each $1,000 of Warrant Shares   subject to such exercise (based on the VWAP of the Common Stock on the date   of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10   per Trading Day on the fifth Trading Day after such liquidated damages begin   to accrue) for each Trading Day after such Warrant Share Delivery Date until   such Warrant Shares are delivered or Holder rescinds such exercise. The   Company agrees to maintain a transfer agent that is a participant in the FAST   program so long as this Warrant remains outstanding and exercisable. As used   herein, “Standard Settlement Period” means the standard settlement period,   expressed in a number of Trading Days, on the Company’s primary Trading   Market with respect to the Common Stock as in effect on the date of delivery   of the Notice of Exercise. ii. Delivery of New Warrants Upon Exercise. If   this Warrant shall have been exercised in part, the Company shall, at the   request of a Holder and upon surrender of this Warrant, at the time of   delivery of the Warrant Shares, deliver to the Holder a new Warrant   evidencing the rights of the Holder to purchase the unpurchased Warrant   Shares called for by this Warrant, which new Warrant shall in all other   respects be identical with this Warrant. iii. Rescission Rights. If the   Company fails to cause the Transfer Agent to transmit to the Holder the   Warrant Shares pursuant to Section 2(d) (i) by the Warrant Share Delivery   Date, then the Holder will have the right to rescind such exercise. iv.   Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon   Exercise. In addition to any other rights available to the Holder, if the   Company fails to cause the Transfer Agent to transmit to the Holder the   Warrant Shares in accordance with the provisions of Section 2(d)(i) above   pursuant to an exercise on or before the Warrant Share Delivery Date, and if   after such date the Holder is required by its broker to purchase (in an open   market transaction or otherwise) or the Holder’s brokerage firm otherwise   purchases, shares of Common Stock to deliver in satisfaction of a sale by the   Holder of the Warrant Shares which the Holder anticipated receiving upon such   exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder   the amount, if any, by which (x) the Holder’s total purchase price (including   brokerage commissions, if any) for the shares of Common Stock 6 


    




 










so purchased   exceeds (y) the amount obtained by multiplying (1) the number of Warrant   Shares that the Company was required to deliver to the Holder in connection   with the exercise at issue times (2) the price at which the sell order giving   rise to such purchase obligation was executed, and (B) at the option of the   Holder, either reinstate the portion of the Warrant and equivalent number of   Warrant Shares for which such exercise was not honored (in which case such   exercise shall be deemed rescinded) or deliver to the Holder the number of   shares of Common Stock that would have been issued had the Company timely   complied with its exercise and delivery obligations hereunder. For example,   if the Holder purchases Common Stock having a total purchase price of $11,000   to cover a Buy-In with respect to an attempted exercise of shares of Common   Stock with an aggregate sale price giving rise to such purchase obligation of   $10,000, under clause (A) of the immediately preceding sentence the Company   shall be required to pay the Holder $1,000. The Holder shall provide the   Company written notice indicating the amounts payable to the Holder in   respect of the Buy-In and, upon request of the Company, evidence of the   amount of such loss. Nothing herein shall limit a Holder’s right to pursue   any other remedies available to it hereunder, at law or in equity including,   without limitation, a decree of specific performance and/or injunctive relief   with respect to the Company’s failure to timely deliver shares of Common   Stock upon exercise of the Warrant as required pursuant to the terms hereof.   v. No Fractional Shares or Scrip. No fractional shares or scrip representing   fractional shares shall be issued upon the exercise of this Warrant. As to   any fraction of a share which the Holder would otherwise be entitled to   purchase upon such exercise, the Company shall round up to the next whole   share. vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be   made without charge to the Holder for any issue or transfer tax or other   incidental expense in respect of the issuance of such Warrant Shares, all of   which taxes and expenses shall be paid by the Company, and such Warrant   Shares shall be issued in the name of the Holder or in such name or names as   may be directed by the Holder; provided, however, that in the event that   Warrant Shares are to be issued in a name other than the name of the Holder,   this Warrant when surrendered for exercise shall be accompanied by the   Assignment Form attached hereto duly executed by the Holder and the Company   may require, as a condition thereto, the payment of a sum sufficient to   reimburse it for any transfer tax incidental thereto. The Company shall pay   all Transfer Agent fees required for same-day processing of any Notice of   Exercise and all fees to the Depository Trust Company (or another established   clearing corporation performing similar functions) required for same-day   electronic delivery of the Warrant Shares. 7 


    




 










vii. Closing of   Books. The Company will not close its stockholder books or records in any   manner which prevents the timely exercise of this Warrant, pursuant to the   terms hereof. e) Holder’s Exercise Limitations. The Company shall not effect   any exercise of this Warrant, and a Holder shall not have the right to   exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to   the extent that after giving effect to such issuance after exercise as set   forth on the applicable Notice of Exercise, the Holder (together with the   Holder’s Affiliates, and any other Persons acting as a group together with   the Holder or any of the Holder’s Affiliates (such Persons, “Attribution   Parties”)), would beneficially own in excess of the Beneficial Ownership   Limitation (as defined below). For purposes of the foregoing sentence, the   number of shares of Common Stock beneficially owned by the Holder and its   Affiliates and Attribution Parties shall include the number of shares of   Common Stock issuable upon exercise of this Warrant with respect to which   such determination is being made, but shall exclude the number of shares of   Common Stock which would be issuable upon (i) exercise of the remaining,   nonexercised portion of this Warrant beneficially owned by the Holder or any   of its Affiliates or Attribution Parties and (ii) exercise or conversion of   the unexercised or nonconverted portion of any other securities of the   Company (including, without limitation, any other Common Stock Equivalents)   subject to a limitation on conversion or exercise analogous to the limitation   contained herein beneficially owned by the Holder or any of its Affiliates or   Attribution Parties. Except as set forth in the preceding sentence, for   purposes of this Section 2(e), beneficial ownership shall be calculated in   accordance with Section 13(d) of the Exchange Act and the rules and   regulations promulgated thereunder, it being acknowledged by the Holder that   the Company is not representing to the Holder that such calculation is in   compliance with Section 13(d) of the Exchange Act and the Holder is solely   responsible for any schedules required to be filed in accordance therewith.   To the extent that the limitation contained in this Section 2(e) applies, the   determination of whether this Warrant is exercisable (in relation to other   securities owned by the Holder together with any Affiliates and Attribution   Parties) and of which portion of this Warrant is exercisable shall be in the   sole discretion of the Holder, and the submission of a Notice of Exercise   shall be deemed to be the Holder’s determination of whether this Warrant is   exercisable (in relation to other securities owned by the Holder together   with any Affiliates and Attribution Parties) and of which portion of this   Warrant is exercisable, in each case subject to the Beneficial Ownership   Limitation. To ensure compliance with this restriction, each Holder shall be   deemed to represent to the Company each time it delivers a Notice of Exercise   that such Notice of Exercise has not violated the restrictions set forth in   this paragraph, and the Company shall have no obligation to verify or confirm   the accuracy of such determination. In addition, a determination as to any   group status as contemplated above shall be determined in accordance with   Section 13(d) of the Exchange Act and the rules and regulations promulgated   thereunder. For purposes of this Section 2(e), in determining the number of   outstanding shares of Common Stock, a Holder may rely on the number of   outstanding shares of Common Stock as reflected in (A) the Company’s most   recent periodic or annual report filed with the Commission, as the case may   be, (B) a more recent public announcement by the Company or (C) a more recent   written notice by the Company or the Transfer Agent setting forth the number   of shares of Common 8 


    




 










Stock   outstanding. Upon the written or oral request of a Holder, the Company shall   within two Trading Days confirm orally and in writing to the Holder the   number of shares of Common Stock then outstanding. In any case, the number of   outstanding shares of Common Stock shall be determined after giving effect to   the conversion or exercise of securities of the Company, including this   Warrant, by the Holder or its Affiliates or Attribution Parties since the   date as of which such number of outstanding shares of Common Stock was   reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon   election by a Holder prior to the issuance of any Warrants, 9.99%) of the   number of shares of the Common Stock outstanding immediately after giving   effect to the issuance of shares of Common Stock issuable upon exercise of   this Warrant. The Holder, upon notice to the Company, may increase or   decrease the Beneficial Ownership Limitation provisions of this Section 2(e),   provided that the Beneficial Ownership Limitation in no event exceeds 9.99%   of the number of shares of the Common Stock outstanding immediately after   giving effect to the issuance of shares of Common Stock upon exercise of this   Warrant held by the Holder and the provisions of this Section 2(e) shall   continue to apply. Any increase in the Beneficial Ownership Limitation will   not be effective until the 61st day after such notice is delivered to the   Company. The provisions of this paragraph shall be construed and implemented   in a manner otherwise than in strict conformity with the terms of this   Section 2(e) to correct this paragraph (or any portion hereof) which may be   defective or inconsistent with the intended Beneficial Ownership Limitation   herein contained or to make changes or supplements necessary or desirable to   properly give effect to such limitation. The limitations contained in this   paragraph shall apply to a successor holder of this Warrant. f) Call   Provision. Subject to the provisions of Section 2(e) and this Section 2(f),   if, after the Initial Exercise Date (i) the VWAP for each of 20 consecutive   Trading Days (the “Measurement Period,” which 20 consecutive Trading Day   period shall not have commenced until after the Initial Exercise Date)   exceeds $[ ] (subject to adjustment for forward and reverse stock splits,   recapitalizations, stock dividends and the like after the Initial Exercise   Date), (ii) the daily dollar volume for such Measurement Period exceeds   $175,000 per Trading Day, (iii) the Holder is not in possession of any   information that constitutes, or might constitute, material non-public   information which was provided by the Company, any of its Subsidiaries, or   any of their officers, directors, employees, agents or Affiliates and (iv)   there is an effective registration statement and current prospectus   thereunder to permit the issuance of all of the Warrant Shares to the Holder,   then the Company may, within one Trading Day of the end of such Measurement   Period, call for cancellation of all or any portion of this Warrant for which   a Notice of Exercise has not yet been delivered (such right, a “Call”) for   consideration equal to $0.001 per Warrant Share. To exercise this right, the   Company must deliver to the Holder an irrevocable written notice (a “Call   Notice”), indicating therein the portion of unexercised portion of this   Warrant to which such notice applies. If the conditions set forth below for   such Call are satisfied from the period from the date of the Call Notice   through and including the Call Date (as defined below), then any portion of   this Warrant subject to such Call Notice for which a Notice of Exercise shall   not have been received by the Call Date will be cancelled at 6:30 p.m. (New   York City time) on the tenth Trading Day after the date the Call Notice is   received by the Holder (such date and time, the “Call Date”). Any unexercised   portion of this Warrant to which the Call Notice 9 


    




 










does not   pertain will be unaffected by such Call Notice. In furtherance thereof, the   Company covenants and agrees that it will honor all Notices of Exercise with   respect to Warrant Shares subject to a Call Notice that are tendered through   6:30 p.m. (New York City time) on the Call Date. The parties agree that any   Notice of Exercise delivered following a Call Notice which calls less than   all of the Warrants shall first reduce to zero the number of Warrant Shares   subject to such Call Notice prior to reducing the remaining Warrant Shares   available for purchase under this Warrant. For example, if (A) this Warrant   then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice   pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City   time) on the Call Date the Holder tenders a Notice of Exercise in respect of   50 Warrant Shares, then (x) on the Call Date the right under this Warrant to   acquire 25 Warrant Shares will be automatically cancelled, (y) the Company,   in the time and manner required under this Warrant, will have issued and   delivered to the Holder 50 Warrant Shares in respect of the exercises   following receipt of the Call Notice, and (z) the Holder may, until the   Termination Date, exercise this Warrant for 25 Warrant Shares (subject to   adjustment as herein provided and subject to subsequent Call Notices).   Subject again to the provisions of this Section 2(f), the Company may deliver   subsequent Call Notices for any portion of this Warrant for which the Holder   shall not have delivered a Notice of Exercise. Notwithstanding anything to   the contrary set forth in this Warrant, the Company may not deliver a Call   Notice or require the cancellation of this Warrant (and any such Call Notice   shall be void), unless, from the beginning of the Measurement Period through   the Call Date, (1) the Company shall have honored in accordance with the   terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New   York City time) on the Call Date, and (2) the Registration Statement shall be   effective as to all Warrant Shares and the prospectus thereunder available   for use by the Holder for the issuance of all such Warrant Shares, (3) the Common   Stock shall be listed or quoted for trading on the Trading Market, (4) there   shall be a sufficient number of authorized shares of Common Stock for   issuance of all Warrant Shares and all shares of Common Stock issuable upon   conversion of the Company’s preferred stock issued pursuant to the   Registration Statement, and (5) the issuance of the shares shall not cause a   breach of any provision of Section 2(e) herein. The Company’s right to call   the Warrants under this Section 2(f) shall be exercised ratably among the   Holders based on each Holder’s initial purchase of Warrants. Section 3.   Certain Adjustments. a) Stock Dividends and Splits. If the Company, at any   time while this Warrant is outstanding: (i) pays a stock dividend or   otherwise makes a distribution or distributions on shares of its Common Stock   or any other equity or equity equivalent securities payable in shares of   Common Stock (which, for avoidance of doubt, shall not include any shares of   Common Stock issued by the Company upon exercise of this Warrant), (ii)   subdivides outstanding shares of Common Stock into a larger number of shares,   (iii) combines (including by way of reverse stock split) outstanding shares   of Common Stock into a smaller number of shares, or (iv) issues by   reclassification of shares of the Common Stock any shares of capital stock of   the Company, then in each case the Exercise Price shall be multiplied by a   fraction of which the numerator shall be the number of shares of Common Stock   (excluding treasury shares, if any) outstanding immediately before such event   and of which 10 


    




 










the denominator   shall be the number of shares of Common Stock outstanding immediately after   such event, and the number of shares issuable upon exercise of this Warrant   shall be proportionately adjusted such that the aggregate Exercise Price of   this Warrant shall remain unchanged. Any adjustment made pursuant to this   Section 3(a) shall become effective immediately after the record date for the   determination of stockholders entitled to receive such dividend or   distribution and shall become effective immediately after the effective date   in the case of a subdivision, combination or re classification. b) Subsequent   Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,   if at any time the Company grants, issues or sells any Common Stock   Equivalents or rights to purchase stock, warrants, securities or other   property pro rata to the record holders of any class of shares of Common   Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,   upon the terms applicable to such Purchase Rights, the aggregate Purchase   Rights which the Holder could have acquired if the Holder had held the number   of shares of Common Stock acquirable upon complete exercise of this Warrant   (without regard to any limitations on exercise hereof, including without   limitation, the Beneficial Ownership Limitation) immediately before the date   on which a record is taken for the grant, issuance or sale of such Purchase   Rights, or, if no such record is taken, the date as of which the record   holders of shares of Common Stock are to be determined for the grant, issue   or sale of such Purchase Rights (provided, however, to the extent that the   Holder’s right to participate in any such Purchase Right would result in the   Holder exceeding the Beneficial Ownership Limitation, then the Holder shall   not be entitled to participate in such Purchase Right to such extent (or   beneficial ownership of such shares of Common Stock as a result of such   Purchase Right to such extent) and such Purchase Right to such extent shall   be held in abeyance for the Holder until such time, if ever, as its right   thereto would not result in the Holder exceeding the Beneficial Ownership   Limitation). c) Pro Rata Distributions. During such time as this Warrant is   outstanding, if the Company shall declare or make any dividend or other   distribution of its assets (or rights to acquire its assets) to holders of   shares of Common Stock, by way of return of capital or otherwise (including,   without limitation, any distribution of cash, stock or other securities,   property or options by way of a dividend, spin off, reclassification,   corporate rearrangement, scheme of arrangement or other similar transaction)   (a "Distribution"), at any time after the issuance of this Warrant,   then, in each such case, the Holder shall be entitled to participate in such   Distribution to the same extent that the Holder would have participated   therein if the Holder had held the number of shares of Common Stock acquirable   upon complete exercise of this Warrant (without regard to any limitations on   exercise hereof, including without limitation, the Beneficial Ownership   Limitation) immediately before the date of which a record is taken for such   Distribution, or, if no such record is taken, the date as of which the record   holders of shares of Common Stock are to be determined for the participation   in such Distribution (provided, however, to the extent that the Holder's   right to participate in any such Distribution would result in the Holder   exceeding the Beneficial Ownership Limitation, then the Holder shall not be   entitled to participate in such Distribution to such extent (or in the   beneficial ownership of any shares of Common Stock as a result of such   Distribution to such extent) and the portion of such Distribution shall be   held in 11 


    




 










abeyance for   the benefit of the Holder until such time, if ever, as its right thereto   would not result in the Holder exceeding the Beneficial Ownership   Limitation). To the extent that this Warrant has not been partially or   completely exercised at the time of such Distribution, such portion of the   Distribution shall be held in abeyance for the benefit of the Holder until   the Holder has exercised this Warrant. d) Fundamental Transaction. If, at any   time while this Warrant is outstanding, (i) the Company, directly or   indirectly, in one or more related transactions effects any merger or   consolidation of the Company with or into another Person, (ii) the Company,   directly or indirectly, effects any sale, lease, license, assignment,   transfer, conveyance or other disposition of all or substantially all of its   assets in one or a series of related transactions, (iii) any, direct or   indirect, purchase offer, tender offer or exchange offer (whether by the   Company or another Person) is completed pursuant to which holders of Common   Stock are permitted to sell, tender or exchange their shares for other   securities, cash or property and such offer has been accepted by the holders   of 50% or more of the outstanding Common Stock, (iv) the Company, directly or   indirectly, in one or more related transactions effects any reclassification,   reorganization or recapitalization of the Common Stock or any compulsory   share exchange pursuant to which the Common Stock is effectively converted   into or exchanged for other securities, cash or property, or (v) the Company,   directly or indirectly, in one or more related transactions consummates a   stock or share purchase agreement or other business combination (including,   without limitation, a reorganization, recapitalization, spin-off or scheme of   arrangement) with another Person or group of Persons whereby such other   Person or group acquires more than 50% of the outstanding shares of Common   Stock (not including any shares of Common Stock held by the other Person or   other Persons making or party to, or associated or affiliated with the other   Persons making or party to, such stock or share purchase agreement or other   business combination) (each a “Fundamental Transaction”), then, upon any   subsequent exercise of this Warrant, the Holder shall have the right to   receive, for each Warrant Share that would have been issuable upon such   exercise immediately prior to the occurrence of such Fundamental Transaction,   at the option of the Holder (without regard to any limitation in Section 2(e)   on the exercise of this Warrant), the number of shares of Common Stock of the   successor or acquiring corporation or of the Company, if it is the surviving   corporation, and any additional consideration (the “Alternate Consideration”)   receivable as a result of such Fundamental Transaction by a holder of the   number of shares of Common Stock for which this Warrant is exercisable   immediately prior to such Fundamental Transaction (without regard to any   limitation in Section 2(e) on the exercise of this Warrant). For purposes of   any such exercise, the determination of the Exercise Price shall be   appropriately adjusted to apply to such Alternate Consideration based on the   amount of Alternate Consideration issuable in respect of one share of Common   Stock in such Fundamental Transaction, and the Company shall apportion the   Exercise Price among the Alternate Consideration in a reasonable manner   reflecting the relative value of any different components of the Alternate   Consideration. If holders of Common Stock are given any choice as to the   securities, cash or property to be received in a Fundamental Transaction,   then the Holder shall be given the same choice as to the Alternate   Consideration it receives upon any exercise of this Warrant following such   Fundamental Transaction. The Company shall cause any successor entity in a   Fundamental Transaction 12 


    




 










in which the   Company is not the survivor (the “Successor Entity”) to assume in writing all   of the obligations of the Company under this Warrant in accordance with the   provisions of this Section 3(d) pursuant to written agreements prior to such   Fundamental Transaction and shall, at the option of the Holder, deliver to   the Holder in exchange for this Warrant a security of the Successor Entity   evidenced by a written instrument substantially similar in form and substance   to this Warrant which is exercisable for a corresponding number of shares of   capital stock of such Successor Entity (or its parent entity) equivalent to   the shares of Common Stock acquirable and receivable upon exercise of this   Warrant (without regard to any limitations on the exercise of this Warrant)   prior to such Fundamental Transaction, and with an exercise price which   applies the exercise price hereunder to such shares of capital stock (but   taking into account the relative value of the shares of Common Stock pursuant   to such Fundamental Transaction and the value of such shares of capital   stock, such number of shares of capital stock and such exercise price being   for the purpose of protecting the economic value of this Warrant immediately   prior to the consummation of such Fundamental Transaction), and which is   reasonably satisfactory in form and substance to the Holder. Upon the   occurrence of any such Fundamental Transaction, the Successor Entity shall   succeed to, and be substituted for (so that from and after the date of such   Fundamental Transaction, the provisions of this Warrant referring to the   “Company” shall refer instead to the Successor Entity), and may exercise   every right and power of the Company and shall assume all of the obligations   of the Company under this Warrant with the same effect as if such Successor   Entity had been named as the Company herein. e) Calculations. All   calculations under this Section 3 shall be made to the nearest cent or the   nearest 1/100th of a share, as the case may be. For purposes of this Section   3, the number of shares of Common Stock deemed to be issued and outstanding   as of a given date shall be the sum of the number of shares of Common Stock   (excluding treasury shares, if any) issued and outstanding. f) Notice to   Holder. i.Adjustment to Exercise Price. Whenever the Exercise Price is   adjusted pursuant to any provision of this Section 3, the Company shall   promptly deliver to the Holder by facsimile or email a notice setting forth   the Exercise Price after such adjustment and any resulting adjustment to the   number of Warrant Shares and setting forth a brief statement of the facts   requiring such adjustment. ii. Notice to Allow Exercise by Holder. If (A) the   Company shall declare a dividend (or any other distribution in whatever form)   on the Common Stock, (B) the Company shall declare a special nonrecurring   cash dividend on or a redemption of the Common Stock, (C) the Company shall   authorize the granting to all holders of the Common Stock rights or warrants   to subscribe for or purchase any shares of capital stock of any class or of   any rights, (D) the approval of any stockholders of the Company shall be   required in connection with any reclassification of the Common Stock, any 13 


    




 










consolidation   or merger to which the Company is a party, any sale or transfer of all or   substantially all of the assets of the Company, or any compulsory share   exchange whereby the Common Stock is converted into other securities, cash or   property, or (E) the Company shall authorize the voluntary or involuntary   dissolution, liquidation or winding up of the affairs of the Company, then,   in each case, the Company shall cause to be delivered by facsimile or email   to the Holder at its last facsimile number or email address as it shall   appear upon the Warrant Register of the Company, at least 20 calendar days   prior to the applicable record or effective date hereinafter specified, a   notice stating (x) the date on which a record is to be taken for the purpose   of such dividend, distribution, redemption, rights or warrants, or if a   record is not to be taken, the date as of which the holders of the Common   Stock of record to be entitled to such dividend, distributions, redemption,   rights or warrants are to be determined or (y) the date on which such   reclassification, consolidation, merger, sale, transfer or share exchange is   expected to become effective or close, and the date as of which it is   expected that holders of the Common Stock of record shall be entitled to   exchange their shares of the Common Stock for securities, cash or other   property deliverable upon such reclassification, consolidation, merger, sale,   transfer or share exchange; provided that the failure to deliver such notice   or any defect therein or in the delivery thereof shall not affect the   validity of the corporate action required to be specified in such notice. To   the extent that any notice provided in this Warrant constitutes, or contains,   material, non-public information regarding the Company or any of the   Subsidiaries, the Company shall simultaneously file such notice with the   Commission pursuant to a Current Report on Form 8-K. The Holder shall remain   entitled to exercise this Warrant during the period commencing on the date of   such notice to the effective date of the event triggering such notice except   as may otherwise be expressly set forth herein. Section 4. Transfer of   Warrant. a) Transferability. Subject to compliance with any applicable   securities laws, this Warrant and all rights hereunder (including, without   limitation, any registration rights) are transferable, in whole or in part,   upon surrender of this Warrant at the principal office of the Company or its   designated agent, together with a written assignment of this Warrant   substantially in the form attached hereto duly executed by the Holder or its   agent or attorney and funds sufficient to pay any transfer taxes payable upon   the making of such transfer. Upon such surrender and, if required, such   payment, the Company shall execute and deliver a new Warrant or Warrants in   the name of the assignee or assignees, as applicable, and in the denomination   or denominations specified in such instrument of assignment, and shall issue   to the assignor a new Warrant evidencing the portion of this Warrant not so   assigned, and this Warrant shall promptly be cancelled. Notwithstanding   anything herein to the contrary, the Holder shall not be required to   physically surrender this Warrant to the Company unless the Holder has   assigned this Warrant in full, in which case, the Holder shall surrender 14 


    




 










this Warrant to   the Company within three (3) Trading Days of the date the Holder delivers an   assignment form to the Company assigning this Warrant in full. The Warrant,   if properly assigned in accordance herewith, may be exercised by a new holder   for the purchase of Warrant Shares without having a new Warrant issued. b)   New Warrants. If this Warrant is not held in global form through DTC (or any   successor depositary), this Warrant may be divided or combined with other   Warrants upon presentation hereof at the aforesaid office of the Company,   together with a written notice specifying the names and denominations in   which new Warrants are to be issued, signed by the Holder or its agent or   attorney. Subject to compliance with Section 4(a), as to any transfer which   may be involved in such division or combination, the Company shall execute   and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants   to be divided or combined in accordance with such notice. All Warrants issued   on transfers or exchanges shall be dated the initial issuance date of this   Warrant and shall be identical with this Warrant except as to the number of   Warrant Shares issuable pursuant thereto. c) Warrant Register. The Company   shall register this Warrant, upon records to be maintained by the Warrant   Agent for that purpose (the “Warrant Register”), in the name of the record   Holder hereof from time to time. The Company and the Warrant Agent may deem   and treat the registered Holder of this Warrant as the absolute owner hereof   for the purpose of any exercise hereof or any distribution to the Holder, and   for all other purposes, absent actual notice to the contrary. Section 5.   Miscellaneous. a) No Rights as Stockholder Until Exercise. This Warrant does   not entitle the Holder to any voting rights, dividends or other rights as a   stockholder of the Company prior to the exercise hereof as set forth in   Section 2(d)(i), except as expressly set forth in Section 3. b) Loss, Theft,   Destruction or Mutilation of Warrant. The Company covenants that upon receipt   by the Company or the Warrant Agent of evidence reasonably satisfactory to it   of the loss, theft, destruction or mutilation of this Warrant or any stock   certificate relating to the Warrant Shares, and in case of loss, theft or   destruction, of indemnity or security reasonably satisfactory to it (which,   in the case of the Warrant, shall not include the posting of any bond), and   upon surrender and cancellation of such Warrant or stock certificate, if   mutilated, the Company will make and deliver a new Warrant or stock   certificate of like tenor and dated as of such cancellation, in lieu of such   Warrant or stock certificate. c) Saturdays, Sundays, Holidays, etc. If the   last or appointed day for the taking of any action or the expiration of any   right required or granted herein shall not be a Business Day, then, such   action may be taken or such right may be exercised on the next succeeding   Business Day. d) Authorized Shares. 15 


    




 










The Company   covenants that, during the period the Warrant is outstanding, it will reserve   from its authorized and unissued Common Stock a sufficient number of shares   to provide for the issuance of the Warrant Shares upon the exercise of any   purchase rights under this Warrant. The Company further covenants that its issuance   of this Warrant shall constitute full authority to its officers who are   charged with the duty of issuing the necessary Warrant Shares upon the   exercise of the purchase rights under this Warrant. The Company will take all   such reasonable action as may be necessary to assure that such Warrant Shares   may be issued as provided herein without violation of any applicable law or   regulation, or of any requirements of the Trading Market upon which the   Common Stock may be listed. The Company covenants that all Warrant Shares   which may be issued upon the exercise of the purchase rights represented by   this Warrant will, upon exercise of the purchase rights represented by this   Warrant and payment for such Warrant Shares in accordance herewith, be duly   authorized, validly issued, fully paid and nonassessable and free from all   taxes, liens and charges created by the Company in respect of the issue   thereof (other than taxes in respect of any transfer occurring   contemporaneously with such issue). Except and to the extent as waived or   consented to by the Holder, the Company shall not by any action, including,   without limitation, amending its certificate of incorporation or through any   reorganization, transfer of assets, consolidation, merger, dissolution, issue   or sale of securities or any other voluntary action, 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 actions as may be necessary or appropriate to   protect the rights of Holder as set forth in this Warrant against impairment.   Without limiting the generality of the foregoing, the Company will (i) not   increase the par value of any Warrant Shares above the amount payable therefor   upon such exercise immediately prior to such increase in par value, (ii) take   all such action 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 and (iii) use commercially reasonable   efforts to obtain all such authorizations, exemptions or consents from any   public regulatory body having jurisdiction thereof, as may be, necessary to   enable the Company to perform its obligations under this Warrant. Before   taking any action which would result in an adjustment in the number of   Warrant Shares for which this Warrant is exercisable or in the Exercise   Price, the Company shall obtain all such authorizations or exemptions   thereof, or consents thereto, as may be necessary from any public regulatory   body or bodies having jurisdiction thereof. e) Governing Law. All questions   concerning the construction, validity, enforcement and interpretation of this   Warrant shall be governed by and construed and enforced in accordance with   the internal laws of the State of New York, without regard to 16 


    




 










the principles   of conflicts of law thereof. Each party agrees that all legal proceedings   concerning the interpretations, enforcement and defense of the transactions   contemplated by this Warrant (whether brought against a party hereto or their   respective affiliates, directors, officers, shareholders, partners, members,   employees or agents) shall be commenced exclusively in the state and federal   courts sitting in the City of New York. Each party hereby irrevocably submits   to the exclusive jurisdiction of the state and federal courts sitting in the   City of New York, Borough of Manhattan for the adjudication of any dispute   hereunder or in connection herewith or with any transaction contemplated   hereby or discussed herein, and hereby irrevocably waives, and agrees not to   assert in any suit, action or proceeding, any claim that it is not personally   subject to the jurisdiction of any such court, that such suit, action or   proceeding is improper or is an inconvenient venue for such proceeding. Each   party hereby irrevocably waives personal service of process and consents to   process being served in any such suit, action or proceeding by mailing a copy   thereof via registered or certified mail or overnight delivery (with evidence   of delivery) to such party at the address in effect for notices to it under   this Warrant and agrees that such service shall constitute good and   sufficient service of process and notice thereof. Nothing contained herein   shall be deemed to limit in any way any right to serve process in any other   manner permitted by law. If either party shall commence an action, suit or   proceeding to enforce any provisions of this Warrant, the prevailing party in   such action, suit or proceeding shall be reimbursed by the other party for   their reasonable attorneys’ fees and other costs and expenses incurred with   the investigation, preparation and prosecution of such action or proceeding.   f) Restrictions. The Holder acknowledges that the Warrant Shares acquired   upon the exercise of this Warrant, if not registered, and the Holder does not   utilize cashless exercise, will have restrictions upon resale imposed by   state and federal securities laws. g) Nonwaiver and Expenses. No course of   dealing or any delay or failure to exercise any right hereunder on the part   of Holder shall operate as a waiver of such right or otherwise prejudice the   Holder’s rights, powers or remedies, notwithstanding the fact that all rights   hereunder terminate on the Termination Date. Without limiting any other   provision of this Warrant, if the Company willfully and knowingly fails to   comply with any provision of this Warrant, which results in any material   damages to the Holder, the Company shall pay to the Holder such amounts as   shall be sufficient to cover any costs and expenses including, but not   limited to, reasonable attorneys’ fees, including those of appellate   proceedings, incurred by the Holder in collecting any amounts due pursuant hereto   or in otherwise enforcing any of its rights, powers or remedies hereunder. h)   Notices. Any and all notices or other communications or deliveries to be   provided by the Holders hereunder including, without limitation, any Notice   of Exercise, shall be in writing and delivered personally, by facsimile or   e-mail, or sent by a nationally recognized overnight courier service,   addressed to the Company, at 19 Presidential Way, Woburn, Massachusetts   01801, Attention: Chief Executive Officer, facsimile number: [ ], email   address: peoples@yield10bio.com, or such other facsimile number, email   address or address as the Company may specify for such purposes by notice to   the Holders. Any and all notices or other communications or deliveries to be   provided by the 17 


    




 










Company   hereunder shall be in writing and delivered personally, by facsimile or by   e-mail, or sent by a nationally recognized overnight courier service   addressed to each Holder at the facsimile number, e-mail address or address   of such Holder appearing on the books of the Company. Any notice or other   communication or deliveries hereunder shall be deemed given and effective on   the earliest of (i) the date of transmission, if such notice or communication   is delivered via facsimile at the facsimile number or via e-mail at the   e-mail address set forth in this Section prior to 5:30 p.m. (New York City   time) on any date, (ii) the next Trading Day after the date of transmission,   if such notice or communication is delivered via facsimile at the facsimile   number or via e-mail at the e-mail address set forth in this Section on a day   that is not a Trading Day or later than 5:30 p.m. (New York City time) on any   Trading Day, (iii) the second Trading Day following the date of mailing, if   sent by U.S. nationally recognized overnight courier service, or (iv) upon   actual receipt by the party to whom such notice is required to be given. To   the extent that any notice provided hereunder constitutes, or contains,   material, non-public information regarding the Company or any subsidiaries,   the Company shall simultaneously file such notice with the Commission   pursuant to a Current Report on Form 8-K. i) Limitation of Liability. No   provision hereof, in the absence of any affirmative action by the Holder to   exercise this Warrant to purchase Warrant Shares, and no enumeration herein   of the rights or privileges of the Holder, shall give rise to any liability   of the Holder for the purchase price of any Common Stock or as a stockholder   of the Company, whether such liability is asserted by the Company or by   creditors of the Company. j) Remedies. The Holder, in addition to being   entitled to exercise all rights granted by law, including recovery of   damages, will be entitled to specific performance of its rights under this Warrant.   The Company agrees that monetary damages would not be adequate compensation   for any loss incurred by reason of a breach by it of the provisions of this   Warrant and hereby agrees to waive and not to assert the defense in any   action for specific performance that a remedy at law would be adequate. k)   Successors and Assigns. Subject to applicable securities laws, this Warrant   and the rights and obligations evidenced hereby shall inure to the benefit of   and be binding upon the successors and permitted assigns of the Company and   the successors and permitted assigns of Holder. The provisions of this   Warrant are intended to be for the benefit of any Holder from time to time of   this Warrant and shall be enforceable by the Holder or holder of Warrant   Shares. l) Amendment. This Warrant may be modified or amended or the   provisions hereof waived with the written consent of the Company, on the one   hand, and the Holder or the beneficial owner of this Warrant, on the other   hand. This Warrant also may be modified or amended or the provisions hereof   waived with the written consent of the Company and the holders of Warrants   representing 67% of the Warrant Shares issuable under Warrants then   outstanding as of the date such consent is sought; provided, however, that   (i) no such amendment shall adversely affect any Holder differently than it   affects all other Holders, unless such Holder consents thereto and (ii) no   amendment may increase the Exercise Price, 18 


    




 










decrease the   number of shares or change the class of shares obtainable upon exercise of   this Warrant or decrease the time period in which this Warrant can be   exercised without the written consent of the Holder. m) Severability.   Wherever possible, each provision of this Warrant shall be interpreted in   such manner as to be effective and valid under applicable law, but if any   provision of this Warrant shall be prohibited by or invalid under applicable   law, such provision shall be ineffective to the extent of such prohibition or   invalidity, without invalidating the remainder of such provisions or the   remaining provisions of this Warrant. n) Headings. The headings used in this   Warrant are for the convenience of reference only and shall not, for any   purpose, be deemed a part of this Warrant. o) Warrant Agency Agreement. If   this Warrant is held in global form through DTC (or any successor   depositary), this Warrant is issued subject to the Warrant Agency Agreement.   To the extent any provision of this Warrant conflicts with the express   provisions of the Warrant Agency Agreement, the provisions of this Warrant   shall govern and be controlling. ******************** (Signature Page   Follows) 19 


    




 










IN WITNESS   WHEREOF, the Company has caused this Warrant to be executed by its officer   thereunto duly authorized as of the date first above indicated. YIELD10   BIOSCIENCE, INC. By: Name: Oliver P. Peoples Title: President & Chief   Executive Officer 20 


    




 










NOTICE OF   EXERCISE TO: YIELD10 BIOSCIENCE, INC. (1) The undersigned hereby elects to   purchase Warrant Shares of the Company pursuant to the terms of the attached   Warrant (only if exercised in full), and tenders herewith payment of the   exercise price in full, together with all applicable transfer taxes, if any.   (2)Payment shall take the form of (check applicable box): [ ] in lawful money   of the United States; or [ ] if permitted the cancellation of such number of   Warrant Shares as is necessary, in accordance with the formula set forth in   subsection 2(c), to exercise this Warrant with respect to the maximum number   of Warrant Shares purchasable pursuant to the cashless exercise procedure set   forth in subsection 2(c). (3)Please issue said Warrant Shares in the name of   the undersigned or in such other name as is specified below: The Warrant Shares   shall be delivered to the following DWAC Account Number: [SIGNATURE OF   HOLDER] Name of Investing Entity: Signature of Authorized Signatory of   Investing Entity: Name of Authorized Signatory: Title of Authorized   Signatory: Date: 


    




 










ASSIGNMENT FORM   (To assign the foregoing Warrant, execute this form and supply required   information. Do not use this form to purchase shares.) FOR VALUE RECEIVED,   the foregoing Warrant and all rights evidenced thereby are hereby assigned to   Name: (Please Print) Address: (Please Print) Phone Number: Email Address:   Dated: , Holder’s Signature: Holder’s Address: