EXHIBIT 10.02


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT (this “Agreement”)
is made and entered into as of May 31, 2017, by and between Amyris, Inc., a Delaware corporation (the “Company”),
and John E. Abdo, As Trustee Under Trust Agreement Dated March 15, 1976 For The Benefit Of John E. Abdo (the “Purchaser”).


 


Preliminary Statement 


 


A.               
The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of
Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act.


 


B.                
The Purchaser wishes to purchase, and the Company wishes to issue and sell, upon the terms and conditions stated in this
Agreement, (i) 5,700 shares of the Company’s 17.38% Series B Convertible Preferred Stock (the “Shares”),
(ii) a warrant in the form attached hereto as Exhibit A, registered in the name of the Purchaser, to purchase up to
13,570,958 shares of the Company’s Common Stock (the “Common Stock”), with an exercise price per share
equal to $0.52 with respect to one-half of the shares subject to such warrant and $0.62 with respect to the other half of the shares
subject to such warrant, in each case, subject to adjustment therein (the “Cash Warrant”), and (iii) a warrant
in the form attached hereto as Exhibit B, registered in the name of the Purchaser, to purchase shares of Common Stock pursuant
to the anti-dilution formula set forth therein, with an exercise price equal to $0.0001 per share, subject to adjustment therein
(the “Anti-Dilution Warrant” and together with the Cash Warrant, the “Warrants,” and the
shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”).


 


C.                
The Shares, the Warrants and the Warrant Shares issued pursuant to this Agreement are collectively referred to herein as
the “Securities.”


 


Agreement 


 


The parties, intending to be legally bound,
agree as follows:


 


ARTICLE
1

SALE OF SHARES


 


The Purchaser will purchase from the Company
all of the Shares at a price of U.S. $1,000 per Share in cash. The total purchase price payable by the Purchaser for the Shares
is $5,700,000 (the “Total Purchase Price”).


 


 



     


     

    

 





ARTICLE
2

CLOSING; DELIVERY


 


2.1.           
Closing. The closing (“Closing”) of the transactions contemplated hereby shall be held
at the offices of Fenwick & West LLP, 801 California Street, Mountain View, California 94041 within one Business Day following
the date on which the last of the conditions set forth in Articles 6 and 7 have been satisfied or waived in accordance with
this Agreement but in no event later than May 31, 2017 (such date, the “Closing Date”), or at such other time
and place as the Company and the Purchaser mutually agree upon. “Business Day” shall mean 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.


 


2.2.           
Delivery. At the Closing, the Company shall execute and deliver to the Purchaser this Agreement, the Warrants
and the other documents referenced in Article 6. At the Closing, the Purchaser shall pay the Company the applicable Total
Purchase Price in immediately available funds. Promptly following the Closing, the
Company shall deliver to the Purchaser a single stock certificate representing the number of Shares purchased by the Purchaser,
such stock certificate to be registered in the name of the Purchaser, or in such nominee’s or nominees’ name(s) as
designated by the Purchaser in writing in the form of the Purchaser Suitability Questionnaire of the Purchaser attached hereto
as Exhibit C (the “Purchaser Suitability Questionnaire”), against payment of the purchase price therefor
by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing to Purchaser
at least two days prior to the Closing Date.


 


ARTICLE
3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents, warrants and covenants to the Purchaser,
except as set forth in the disclosure letter supplied by the Company to the Purchaser dated as of the date hereof (the “Disclosure
Letter”), which exceptions shall be deemed to be part of the representations and warranties made hereunder as provided
therein, as follows:


 


3.1.           
Organization and Standing. The Company and each of its subsidiaries is duly incorporated, validly existing,
and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its subsidiaries has all requisite
power and authority to own and operate its respective properties and assets and to carry on its respective business as presently
conducted and as proposed to be conducted. The Company and each of its subsidiaries is qualified to do business as a foreign entity
in every jurisdiction in which the failure to be so qualified would have, or would reasonably be expected to have, a material adverse
effect, individually or in the aggregate, upon the business, properties, tangible and intangible assets, liabilities, operations,
prospects, financial condition or results of operation of the Company and its subsidiaries or the ability of the Company or any
of its subsidiaries to perform their respective obligations under the Transaction Agreements (as defined below) (a “Material
Adverse Effect”).


 


3.2.           
Subsidiaries. As used in this Agreement, references to any “subsidiary” of a specified Person
shall refer to an Affiliate controlled by such Person directly, or indirectly through one or more intermediaries, as such terms
are used in and construed under Rule 405 under the Securities Act (which, for the avoidance of doubt, shall include the Company’s
controlled joint ventures, including shared-controlled joint ventures). The Company’s subsidiaries, as of the date hereof,
are listed on Exhibit 21.01 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016
and, except as Previously Disclosed (as defined in Section 3.11) are the only subsidiaries, direct or indirect, of the Company
as of the date hereof. All the issued and outstanding shares of each subsidiary’s capital stock have been duly authorized
and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,
were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and,
except as set forth on Section 3.2 of the Disclosure Letter or as Previously Disclosed, are owned by the Company or a Company
subsidiary free and clear of all liens, encumbrances and equities and claims. As used herein, “Person” shall
mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof, and an “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person.


 






    	2



     

    

 


3.3.           
Power. The Company has all requisite power to execute and deliver this Agreement, to sell and issue the Securities
hereunder, and to carry out and perform its obligations under the terms of this Agreement, the Warrants and any ancillary agreements
and instruments to be entered into by the Company hereunder (together, the “Transaction Agreements”).


 


3.4.           
Authorization. The execution, delivery, and performance of the Transaction Agreements by the Company has been
duly authorized by all requisite action on the part of the Company and its officers, directors and stockholders, and this Agreement
constitutes, and the other Transaction Agreements will constitute, legal, valid, and binding obligations of the Company enforceable
in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies (together, the “Enforceability
Exceptions”).


 


3.5.           
Consents and Approvals. Except for any Current Report on Form 8-K or Notice of Exempt Offering of Securities
on Form D to be filed by the Company in connection with the transactions contemplated hereby, or except as set forth on Section
3.5 of the Disclosure Letter, the Company is not required to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the Transaction
Agreements. Assuming the accuracy of the representations of the Purchaser in the Purchaser Suitability Questionnaire, no consent,
approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative
agency, self-regulatory organization, stock exchange or market (including The NASDAQ Stock Market, the “NASDAQ Stock Market”),
or other governmental body is required for the execution and delivery of these Transaction Agreements, the valid issuance, sale
and delivery of the Securities to be sold pursuant to this Agreement other than such as have been made or obtained, or for any
securities filings required to be made under federal or state securities laws applicable to the offering of the Securities.


 






    	3



     

    

 


3.6.           
Non-Contravention. The execution and delivery of the Transaction Agreements, the issuance, sale and delivery
of the Securities to be sold by the Company under this Agreement, the performance by the Company of its obligations under the Transaction
Agreements and/or the consummation of the transactions contemplated thereby will not (a) conflict with, result in the breach
or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default
under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture,
mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any subsidiary
is a party or by which it or its properties may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation,
as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Bylaws,
as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any
subsidiary, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation,
ordinance or order of any court or governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration
panel or authority applicable to the Company, any of its subsidiaries or their respective properties, except in the case of clauses
(i) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or
in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any lien, encumbrance, claim,
security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its subsidiaries
or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture,
note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument
to which the Company or any if its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company is subject. For purposes of this Section 3.6, the term “material”
shall apply to agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by
which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a consecutive
12-month period.


 





3.7.           
Shares. The Shares are duly authorized and when issued pursuant to the terms of this Agreement will be validly
issued, fully paid, and nonassessable, and will be free of any liens or encumbrances with respect to the issuance thereof; provided,
however, that the Shares shall be subject to restrictions on transfer under state or federal securities laws as set forth
in this Agreement, or as otherwise may be required under state or federal securities laws as set forth in this Agreement at the
time a transfer is proposed. The shares of Common Stock issuable upon conversion of the Shares (the “Conversion Shares”)
shall be, subject to receipt of the Stockholder Approval (as defined below), duly authorized and when issued pursuant to the terms
of the Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock (the “Certificate
of Designation”) will be validly issued, fully paid, and nonassessable, and will be free of any liens or encumbrances
with respect to the issuance thereof; provided, however, that the Conversion Shares shall be subject to restrictions
on transfer under state or federal securities laws as set forth in this Agreement, or as otherwise may be required under state
or federal securities laws as set forth in this Agreement at the time a transfer is proposed. Except as set forth on Section
3.7 of the Disclosure Letter, the issuance and delivery of the Shares and the Conversion Shares issuable upon conversion thereof
is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or
any other Person, or any liens or encumbrances or result in the triggering of any anti-dilution or other similar rights under any
outstanding securities of the Company.


 






    	4



     

    

 


3.8.           
Authorization of the Warrants. The Warrants have been duly authorized by the Company and, when duly executed
and delivered by the Company, will constitute a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, subject to the Enforceability Exceptions.


 


3.9.           
Authorization of the Warrant Shares. The Warrant Shares issuable upon exercise of the Warrants have been,
subject to receipt of the Stockholder Approval, duly authorized and reserved for issuance upon exercise by all necessary corporate
action and such shares, when issued upon such exercise in accordance of the terms of the Warrants, will be validly issued and will
be fully paid and non-assessable, and will be free of any liens or encumbrances with respect to the issuance thereof; provided,
however, that the Warrant Shares shall be subject to restrictions on transfer under state or federal securities laws as
set forth in this Agreement, or as otherwise may be required under state or federal securities laws as set forth in this Agreement
at the time a transfer is proposed. Except as set forth on Section 3.7 of the Disclosure Letter, the issuance and delivery
of the Warrant Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders
of the Company or any other Person, or any liens or encumbrances or result in the triggering of any anti-dilution or other similar
rights under any outstanding securities of the Company.


 


3.10.       
No Registration. Assuming the accuracy of each of the representations and warranties of the Purchaser herein
and in the Purchaser Suitability Questionnaire, the issuance by the Company of the Securities is exempt from registration under
the Securities Act.


 


3.11.       
Reporting Status. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the Company has, in a timely manner, filed all documents and reports that
the Company was required to file pursuant to Section I.A.3.b of the General Instructions to Form S-3 promulgated under the Securities
Act in order for the Company to be eligible to use Form S-3 for the two years preceding the Closing Date or such shorter time period
as the Company has been subject to such reporting requirements (the foregoing materials, together with any materials filed by the
Company under the Exchange Act, whether or not required, collectively, the “SEC Documents”). The SEC Documents
complied as to form in all material respects with requirements of the Securities Act and Exchange Act and the rules and regulations
of the SEC promulgated thereunder (collectively, the “SEC Rules”), and none of the SEC Documents and the information
contained therein, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. As used in this Agreement, “Previously Disclosed” means information
set forth in or incorporated by reference into the SEC Documents filed with the SEC on or after December 31, 2016 but prior to
the date hereof (except for risks and forward-looking information set forth in the “Risk Factors” section of the applicable
SEC Documents or in any forward-looking statement disclaimers or similar statements that are similarly non-specific and are predictive
or forward-looking in nature).


 


3.12.       
Contracts. Each indenture, contract, lease, mortgage, deed of trust, note agreement, loan or other agreement
or instrument of a character that is required to be described or summarized in the SEC Documents or to be filed as an exhibit to
the SEC Documents under the SEC Rules (collectively, the “Material Contracts”) is so described, summarized or
filed. The Material Contracts to which the Company or its subsidiaries are a party have been duly and validly authorized, executed
and delivered by the Company and constitute the legal, valid and binding agreements of the Company or its subsidiaries, as applicable,
enforceable by and against the Company or its subsidiaries, as applicable, in accordance with their respective terms, subject to
the Enforceability Exceptions.


 






    	5



     

    

 


3.13.       
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (a) 500,000,000
shares of Common Stock, $0.0001 par value per share, 357,845,305 shares of which are issued and outstanding as of the date hereof,
and (b) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 108,264.4536 shares are issued and outstanding
as of the date hereof. All subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to
purchase or otherwise acquire equity securities of the Company issued and outstanding as of the date hereof, or material contracts,
commitments, understandings, or arrangements by which the Company or any of its subsidiaries is or may be obligated to issue shares
of capital stock, or securities or rights convertible or exchangeable for shares of capital stock, are as set forth in the SEC
Documents. The issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued,
are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and were
not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except
as Previously Disclosed or as set forth in Section 3.13 of the Disclosure Letter, no holder of the Company’s capital
stock is entitled to preemptive or similar rights. Except as Previously Disclosed, there are no bonds, debentures, notes or other
indebtedness having general voting rights (or convertible into securities having such rights) of the Company issued and outstanding.
Except as Previously Disclosed, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated
to register the sale of any of their securities under the Securities Act. The Company has made available to the Purchaser, a true,
correct and complete copy of the Company’s Certificate of Incorporation and Bylaws.


 


3.14.       
Legal Proceedings. Except as Previously Disclosed, there is no action, suit or proceeding before any court,
governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company
or its subsidiaries wherein an unfavorable decision, ruling or finding would reasonably be expected to, individually or in the
aggregate, (i) materially adversely affect the validity or enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or (ii) have a Material Adverse Effect. The Company is not a party to or subject
to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental
agency or body that might have, individually or in the aggregate, a Material Adverse Effect.


 


3.15.       
No Violations. Neither the Company nor any of its subsidiaries is in violation of its respective certificate
of incorporation, bylaws or other organizational documents, or to its knowledge, is in violation of any statute or law, judgment,
decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including, except as Previously Disclosed,
The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the Company or any of its subsidiaries,
which violation, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. Neither the Company
nor any of its subsidiaries is in default (and there exists no condition which, with or without the passage of time or giving of
notice or both, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness
in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or by which the properties of the Company are bound, which
would be reasonably likely to have a Material Adverse Effect. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer
of the Company and the Company is not an “ineligible issuer” pursuant to Rules 164, 405 and 433 under the Securities
Act. The Company has not received any comment letter from the SEC relating to any SEC Documents which has not been finally resolved.
The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by
the Company under the Exchange Act or the Securities Act.


 






    	6



     

    

 


3.16.       
Governmental Permits; FDA Matters.


 


(a)       Permits.
The Company and its subsidiaries possess all necessary franchises, licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency, department or body that are currently necessary for the operation of
their respective businesses as currently conducted, except where such failure to possess would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice
of proceedings relating to the revocation or modification of any such permit which, if the subject of an unfavorable decision,
ruling or finding, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(b)       EPA
and FDA Matters. As to each of the manufacturing processes, intermediate products and research or commercial products of the
Company and each of its subsidiaries, including, without limitation, products or compounds currently under research and/or development
by the Company, subject to the jurisdiction of the United States Environmental Protection Agency (“EPA”) under
the Toxic Substances Control Act and regulations thereunder (“TSCA”) or the Food and Drug Administration (“FDA”)
under the Federal Food, Drug and Cosmetic Act and the regulations thereunder (“FDCA”) (each such product, a
“Life Science Product”), such Life Science Product is being researched, developed, manufactured, tested, distributed
and/or marketed in compliance in all material respects with all applicable requirements under the FDCA and TSCA and similar laws
and regulations applicable to such Life Science Product, including those relating to investigational use, premarket approval, good
manufacturing practices, labeling, advertising, record keeping, filing of reports and security. The Company has not received any
notice or other communication from the FDA, EPA or any other federal, state or foreign governmental entity (i) contesting the premarket
approval of, the uses of or the labeling and promotion of any Life Science Product or (ii) otherwise alleging any violation by
the Company of any law, regulation or other legal provision applicable to a Life Science Product. Neither the Company, nor any
officer, employee or agent of the Company has made an untrue statement of a material fact or fraudulent statement to the FDA or
other federal, state or foreign governmental entity performing similar or equivalent functions or failed to disclose a material
fact required to be disclosed to the FDA or such other federal, state or foreign governmental entity.


 






    	7



     

    

 


3.17.       
Listing Compliance. Except as Previously Disclosed, the Company is in compliance with the requirements of
The NASDAQ Stock Market LLC for continued listing of the Common Stock thereon and has no knowledge of any facts or circumstances
that could reasonably lead to delisting of its Common Stock from The NASDAQ Stock Market. The Company has taken no action designed
to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or the listing of
the Common Stock on The NASDAQ Stock Market, nor has the Company received any notification that the SEC or The NASDAQ Stock Market
is contemplating terminating such registration or listing. The transactions contemplated by the Transaction Agreements will not
contravene the rules and regulations of The NASDAQ Stock Market. The Company will comply with all requirements of The NASDAQ Stock
Market with respect to the issuance of the Securities, including the filing of any listing notice with respect to the issuance
of the Securities.


 


3.18.       
Intellectual Property.


 


(a)       Except
as set forth in Section 3.18 of the Disclosure Letter or as otherwise Previously Disclosed, or as otherwise would not be
reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, the Company and/or its subsidiaries owns
or possesses, free and clear of all encumbrances, all legal rights to all intellectual property and industrial property rights
and rights in confidential information, including all (i) patents, patent applications, invention disclosures, and all related
continuations, continuations-in-part, divisional, reissues, re-examinations, substitutions and extensions thereof, (ii) trademarks,
trademark rights, service marks, service mark rights, corporate names, trade names, trade name rights, domain names, logos, slogans,
trade dress, design rights, and other similar designations of source or origin, together with the goodwill symbolized by and of
the foregoing, (iii) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes,
formulae, models, and other methodologies, (iv) copyrights, (v) computer programs (whether in object code, subject code or other
form), algorithms, databases, compilations and data, technology supporting the foregoing, and all related documentation, (vi) licenses
to any of the foregoing, and (vii) all applications and registrations of the foregoing, and (viii) all other similar proprietary
rights (collectively, “Intellectual Property”) used or held for use in, or necessary for the conduct of their
businesses as now conducted and as proposed to be conducted, and neither the Company nor any of its subsidiaries (A) has received
any communications alleging that either the Company or any of its subsidiaries has violated, infringed or misappropriated or, by
conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of
the Intellectual Property of any other Person, (B) knows of any claim that the Company or any of its subsidiaries has violated,
infringed or misappropriated, or, by conducting their businesses as now conducted and as proposed to be conducted, would violate,
infringe or misappropriate any of the Intellectual Property of any other Person, and (C) knows of any material third-party
infringement, misappropriation or violation of any Company or any Company subsidiary’s Intellectual Property. The Company
has taken and takes reasonable security measures to protect the secrecy, confidentiality and value of its Intellectual Property,
including requiring all Persons with access thereto to enter into appropriate non-disclosure agreements. To the knowledge of the
Company, there has not been any disclosure of any material trade secret of the Company or a Company subsidiary (including any such
information of any other Person disclosed in confidence to the Company) to any other Person in a manner that has resulted or is
likely to result in the loss of trade secret in and to such information. Except as Previously Disclosed, and except as would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no outstanding options,
licenses or agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company’s or its subsidiaries’
Intellectual Property, nor is the Company or its subsidiaries bound by or a party to any options, licenses or agreements of any
kind with respect to the Intellectual Property of any other Person.  


 






    	8



     

    

 


(b)       To
the Company’s knowledge, none of the employees of the Company or its subsidiaries are obligated under any contract (including,
without limitation, licenses, covenants or commitments of any nature or contracts entered into with prior employers), or subject
to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts
to promote the interests of the Company or its subsidiaries or would conflict with their businesses as now conducted and as proposed
to be conducted. Neither the execution nor delivery of the Transaction Agreements will conflict with or result in a breach of the
terms, conditions or provisions of, or constitute a default under any contract, covenant or instrument under which the Company
or its subsidiaries or any of the employees of the Company or its subsidiaries is now obligated, and neither the Company nor its
subsidiaries will need to use any inventions that any of its employees, or Persons it currently intends to employ, have made prior
to their employment with the Company or its subsidiaries, except for inventions that have been assigned or licensed to the Company
or its subsidiaries as of the date hereof. Each current and former employee or contractor of the Company or its subsidiaries that
has developed any Intellectual Property owned or purported to be owned by the Company or its subsidiaries has executed and delivered
to the Company a valid and enforceable Invention Assignment and Confidentiality Agreement that (i) assigns to the Company or such
subsidiaries all right, title and interest in and to any Intellectual Property rights arising from or developed or delivered to
the Company or such subsidiaries in connection with such Person’s work for or on behalf of the Company or such subsidiaries,
and (ii) provides reasonable protection for the trade secrets, know-how and other confidential information (1) of the Company or
such subsidiaries and (2) of any third party that has disclosed same to the Company or such subsidiaries. To the knowledge of the
Company, no current or former employee, officer, consultant or contractor is in default or breach of any term of any employment,
consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement. Except as Previously
Disclosed, to the knowledge of the Company, no present or former employee, officer, consultant or contractor of the Company has
any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Intellectual Property
that is owned or purported to be owned, in whole or part, by the Company or its subsidiaries.


 


3.19.       
Financial Statements. The consolidated financial statements of the Company and its subsidiaries and the related
notes thereto included in the SEC Documents (the “Financial Statements”) comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing
and present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates indicated
and the results of its operations and cash flows for the periods therein specified subject, in the case of unaudited statements,
to normal year-end audit adjustments. Except as set forth in such Financial Statements (or the notes thereto), such Financial Statements
(including the related notes) have been prepared in accordance with U.S. generally accepted accounting principles applied on a
consistent basis throughout the periods therein specified (“GAAP”). Except as set forth in the Financial Statements,
neither the Company nor its subsidiaries has any material liabilities other than liabilities and obligations that have arisen in
the ordinary course of business and which would not be required to be reflected in financial statements prepared in accordance
with GAAP.


 






    	9



     

    

 


3.20.       
Accountants. PricewaterhouseCoopers LLP, which has expressed its opinion with respect to the consolidated
financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,
are registered independent public accountants as required by the Exchange Act and the rules and regulations promulgated thereunder
(and by the rules of the Public Company Accounting Oversight Board).


 


3.21.       
Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to
provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company has disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 under the Exchange Act) that are effective and designed to ensure that (i) information
required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified by the SEC Rules, and (ii) such information is accumulated and communicated to the
Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions
regarding required disclosure. The Company is otherwise in compliance in all material respects with all applicable provisions of
the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated thereunder.


 


3.22.       
Off-Balance Sheet Arrangements. There is no transaction, arrangement or other relationship between the Company
or its subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in
its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect. There are no such transactions, arrangements or other relationships with the Company that may create
contingencies or liabilities that are not otherwise disclosed by the Company in its Exchange Act filings.


 


3.23.       
No Material Adverse Change; Solvency. (a) Except as set forth in the SEC Documents in each case, filed or
made through and including the date hereof, since December 31, 2016:


 


(i)        there
has not been any event, occurrence or development that, individually or in the aggregate, has had or that could reasonably
be expected to result in a Material Adverse Effect,


 


(ii)        the Company has not incurred
any liabilities (contingent or otherwise) other than (1) trade payables and accrued expenses incurred in the ordinary course of
business consistent with past practice and (2) liabilities not required to be reflected in the Company's financial statements pursuant
to GAAP or not required to be disclosed in filings made with the SEC,


 






    	10



     

    

 


(iii)        the Company has not declared
or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock other than routine withholding in accordance with the Company’s existing
stock-based plan,


 


(iv)       the
Company has not altered its method of accounting or the identity of its auditors, except as Previously Disclosed,


 


(v)       the
Company has not issued any equity securities except pursuant to the Company’s existing stock based plans or as otherwise
Previously Disclosed; and


 


(vi)       there
has not been any loss or damage (whether or not insured) to the physical property of the Company or any of its subsidiaries.


 


(b)       The
Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing,
will not be Insolvent (as defined below). For purposes of this Section, “Insolvent” means, with respect to any
Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s
total indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that
would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is currently proposed to be conducted. Assuming the successful
execution of the Company’s business plan as of the date hereof, not more than $100 million of capital funding is required
to meet the Company’s estimated operating expenses and other planned working capital and capital expenditure requirements
through December 31, 2018.


 


(c)       The
Company has not incurred any obligation or liability (contingent or otherwise) under this Agreement, or any of the documents or
instruments contemplated hereby, with actual intent to hinder, delay or defraud either present or future creditors of the Company
or any of its subsidiaries.


 


3.24.       
No Manipulation of Stock. Neither the Company nor any of its subsidiaries, nor to the Company’s knowledge,
any of their respective officers, directors, employees, Affiliates or controlling Persons has taken and will not, in violation
of applicable law, take, any action designed to or that might reasonably be expected to, directly or indirectly, cause or result
in stabilization or manipulation of the price of the Common Stock.


 


3.25.       
Insurance. The Company and its subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and its subsidiaries
are engaged. The Company and its subsidiaries will continue to maintain such insurance or substantially
similar insurance, which covers the same risks at the same levels as the existing
insurance with insurers which guarantee the same financial responsibility as the current insurers, and neither the Company nor
any subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant
increase in cost.


 






    	11



     

    

 


3.26.       
Properties. Except as Previously Disclosed, the Company and its subsidiaries have good and marketable title
to all the properties and assets (both tangible and intangible) described as owned by them in the consolidated financial statements
included in the SEC Documents, free and clear of all liens, mortgages, pledges, or encumbrances of any kind except (i) those,
if any, reflected in such consolidated financial statements (including the notes thereto), or (ii) those that are not material
in amount and do not adversely affect the use made and proposed to be made of such property by the Company or its subsidiaries.
The Company and each of its subsidiaries hold their leased properties under valid and binding leases. The Company and each of its
subsidiaries own or lease all such properties as are necessary to its operations as now conducted.


 


3.27.       
Tax Matters. The Company and its subsidiaries have filed all Tax Returns, and these Tax Returns are true,
correct, and complete in all material respects. The Company and each subsidiary (i) have paid all Taxes that are due from the Company
or such subsidiary for the periods covered by the Tax Returns or (ii) have duly and fully provided reserves adequate to pay all
Taxes in accordance with GAAP. No agreement as to indemnification for, contribution to, or payment of Taxes exists between the
Company or any subsidiary, on the one hand, and any other Person, on the other, including pursuant to any Tax sharing agreement,
lease agreement, purchase or sale agreement, partnership agreement or any other agreement not entered into in the ordinary course
of business. Neither the Company nor any of its subsidiaries has any liability for Taxes of any Person (other than the Company
or any of its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign
law), or as a transferee or successor, by contract or otherwise. Since the date of the Company's most recent Financial Statements,
the Company has not incurred any liability for Taxes other than in the ordinary course of business consistent with past practice.
Neither the Company nor its subsidiaries has been advised (a) that any of its Tax Returns have been or are being audited as of
the date hereof, or (b) of any deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of
its subsidiaries has knowledge of any Tax liability to be imposed upon its properties or assets as of the date of this Agreement
that is not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed
by another corporation, in a transaction that was governed, or purported or intended to be governed, in whole or in part, by Section
355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could
otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section
355(e) of the Internal Revenue Code) in conjunction with the purchase of the Shares and the Warrants. “Tax”
or “Taxes” means any foreign, federal, state or local income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, property, windfall, profits, environmental, customs, capital stock, franchise, employees’
income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property,
sales, use, transfer, value added, alternative or add-on minimum or other similar tax, governmental fee, governmental assessment
or governmental charge, including any interest, penalties or additions to Taxes or additional amounts with respect to the foregoing.
“Tax Returns” means all returns, reports, or statements required to be filed with respect to any Tax (including
any elections, notifications, declarations, schedules or attachments thereto, and any amendment thereof) including any information
return, claim for refund, amended return or declaration of estimated Tax.


 






    	12



     

    

 


3.28.       
Investment Company Status. The Company is not, and immediately after receipt of payment for the Shares will
not be, an “investment company,” an “affiliated person” of, “promoter” for or “principal
underwriter” for, or an entity “controlled” by an “investment company,” within the meaning of the
Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder.


 


3.29.       
Transactions With Affiliates and Employees. Except as Previously Disclosed, none of the officers or directors
of the Company or its subsidiaries and, to the knowledge of the Company, none of the employees of the Company or its subsidiaries
is presently a party to any transaction with the Company or any subsidiary (other than for services as employees, officers and
directors) required to be disclosed under Item 404 of Regulation S-K under the Exchange Act.


 


3.30.       
Foreign Corrupt Practices. Neither the Company nor its subsidiaries or Affiliates,
any director or officer, nor to the knowledge of the Company, any agent, employee or other Person acting on behalf of the Company
or its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (a) used
any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity,
(b) made or promised to make any direct or indirect unlawful payment to any foreign or domestic government official or employee
(including any officer or employee of a government or government-owned or controlled entity or of a public international organization,
or any Person acting in an official capacity for or on behalf of any of the foregoing, or of any political party or part official
or candidate for political office (each such Person, a “Government Official”)) from corporate funds, (c) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or (d) made or promised
to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic Government
Official. 


 


3.31.       
Money Laundering Laws. The operations of the Company and its subsidiaries are
and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, and the Bank Secrecy Act, as amended by Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub.
L. 107-56 (signed into law on October 26, 2001)), applicable money laundering statutes and applicable rules and regulations thereunder
(collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering
Laws is pending or, to the Company’s knowledge, threatened. 


 


3.32.       
OFAC. Neither the Company, any director or officer, nor, to the Company’s
knowledge, any agent, employee, subsidiary or Affiliate of the Company is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly
or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S.
sanctions administered by OFAC. 


 






    	13



     

    

 


3.33.       
Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received
all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance
with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect on the
Company and its subsidiaries, taken as a whole. There are no costs or liabilities associated with Environmental Laws (including,
without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental
Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third
parties) which would, singly or in the aggregate, have a Material Adverse Effect on the Company and its subsidiaries, taken as
a whole.


 


3.34.       
Employee Relations. Except as set forth in Section 3.34 of the Disclosure Letter or as otherwise Previously
Disclosed, neither the Company nor any of its subsidiaries is a party to any collective bargaining agreement or employs any member
of a union. Neither the Company nor any of its subsidiaries is engaged in any unfair labor practice. There is (i) (x) no unfair
labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries
before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining
agreements is pending or threatened, (y) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s
knowledge, threatened against the Company or any of its subsidiaries and (z) no union representation dispute currently existing
concerning the employees of the Company or any of its subsidiaries, and (ii) to the Company’s knowledge, (x) no
union organizing activities are currently taking place concerning the employees of the Company or any of its subsidiaries and (y) there
has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of
employees or any applicable wage or hour laws. No executive officer of the Company (as defined in Rule 501(f) promulgated
under the Securities Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer’s
employment with the Company. No executive officer of the Company, to the knowledge of the Company, is, or is now expected to be,
in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other agreement or any restrictive covenant, and the continued employment of each such executive
officer does not subject the Company or any of its subsidiaries to any liability with respect to any of the foregoing matters.


 


3.35.       
ERISA. The Company and its subsidiaries are in compliance in all material respects with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (herein called “ERISA”); no “reportable event” (as defined in ERISA) has occurred with
respect to any “pension plan” (as defined in ERISA) for which the Company or any of its subsidiaries would have any
liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any “pension plan”; or (ii) Sections 412 or 4971 of the Internal Revenue Code
of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each
“Pension Plan” for which the Company would have liability that is intended to be qualified under Section 401(a) of
the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would
cause the loss of such qualification.


 






    	14



     

    

 


3.36.       
Obligations of Management. To the Company’s knowledge, each officer and key employee of the Company
or its subsidiaries is currently devoting substantially all of his or her business time to the conduct of the business of the Company
or its subsidiaries, respectively. The Company is not aware that any officer or key employee of the Company or its subsidiaries
is planning to work less than full time at the Company or its subsidiaries, respectively, in the future. To the Company’s
knowledge, no officer or key employee is currently working or plans to work for a competitive enterprise, whether or not such officer
or key employee is or will be compensated by such enterprise. To the Company’s knowledge, no officer or Person currently
nominated to become an officer of the Company or its subsidiaries is or has been subject to any judgment or order of, the subject
of any pending civil or administrative action by the SEC or any self-regulatory organization.


 


3.37.       
Integration; Other Issuances of Securities. Except as set forth in Section 3.37 of the Disclosure Letter,
neither the Company nor its subsidiaries or any Affiliates, nor any Person acting on its or their behalf, has issued any shares
of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for
or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale or exchange
of the Securities to the Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including,
without limitation, under the rules and regulations of The NASDAQ Stock Market, nor will the Company or its subsidiaries or Affiliates
take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering
of the Securities to be integrated with other offerings if any such integration would cause the issuance of the Securities hereunder
to fail to be exempt from registration under the Securities Act as provided in Section 3.10 above or cause the transactions
contemplated hereby to contravene the rules and regulations of The NASDAQ Stock Market. The Company is eligible to register the
Conversion Shares and the Warrant Shares for resale by the Purchaser using Form S-3 promulgated under the Securities Act.


 


3.38.       
No General Solicitation. Neither the Company nor its subsidiaries or any Affiliates, nor any Person acting
on its or their behalf, has offered or sold any of the Securities by any form of general solicitation or general advertising.


 


3.39.       
No Brokers’ Fees. Except as set forth in Section 3.39 of the Disclosure Letter, the Company has
not incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby.


 


3.40.       
Registration Rights. Except as set forth in (i) the Registration Rights Agreement, dated February 27, 2012,
by and among the Company and the several purchasers signatory thereto; (ii) the Registration Rights Agreement, dated July 30, 2012,
by and between the Company and Total Energies Nouvelles Activités USA, (iii) the Amended and Restated Letter Agreement dated
May 8, 2014, by and among the Company and note holders party thereto; (iv) the Registration Rights Agreement, dated February 24,
2015, by and between the Company and Nomis Bay Ltd.; (v) the registration rights letter dated July 29, 2015, by and between the
Company and the purchasers party thereto, (vi) the Registration Rights Agreement dated October 20, 2015 by and among the Company
and the purchasers party thereto; (vii) the warrant to purchase stock issued to Nenter & Co., Inc. on November 16, 2016, (viii)
the rights set forth in that certain Securities Purchase Agreement dated as of May 8, 2017 by and between the Company and the investors
party thereto and (ix) the rights set forth in that certain Stockholder Agreement dated as of May 11, 2017 by and between the Company
and the investor party thereto, the Company has not granted or agreed to grant to any Person any rights (including “piggy-back”
registration rights) to have any securities of the Company registered with the SEC or any other governmental authority that have
not been satisfied or waived.


 



    	15



     

    

 





3.41.       
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter
documents or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser
and the Company fulfilling their obligations or exercising their rights under the Transaction Agreements, including, without limitation,
as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.


 


3.42.       
No Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii)
of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,
any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.
As used herein, “Company Covered Person” means, with respect to the Company as an “issuer” for purposes
of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


3.43.       
Disclosure. The Company understands and confirms that the Purchaser will rely on the foregoing representations
in effecting transactions in the Securities. All disclosure furnished by or on behalf of the Company to the Purchaser in connection
with this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct in all material
respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges
and agrees that the Purchaser has not made and does not make any representations or warranties with respect to the transactions
contemplated hereby other than those set forth in Article 4 hereto.


 


ARTICLE
4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser, as to itself only, represents,
warrants and covenants to the Company with respect to this purchase as follows:


 






    	16



     

    

 


4.1.           
Organization. The Purchaser is duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization.


 


4.2.           
Power. The Purchaser has all requisite power to execute and deliver this Agreement and to carry out and perform
its obligations under the terms of this Agreement.


 


4.3.           
Authorization. The execution, delivery, and performance of this Agreement by the Purchaser has been duly authorized
by all requisite action, and this Agreement constitutes the legal, valid, and binding obligation of the Purchaser enforceable in
accordance with its terms, except as limited by the Enforceability Exceptions.


 


4.4.           
Consents and Approvals. The Purchaser need not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.


 


4.5.           
Non-Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will violate in any material respect any constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject.
No approval, waiver, or consent by the Purchaser under any instrument, contract, or agreement to which the Purchaser or any of
its Affiliates is a party is necessary to consummate the transactions contemplated hereby.


 


4.6.           
Purchase for Investment Only. The Purchaser is purchasing the Securities for the Purchaser’s own account
for investment purposes only and not with a view to, or for resale in connection with, any “distribution” in violation
of the Securities Act. By executing this Agreement, the Purchaser further represents that it does not have any contract, undertaking,
agreement, or arrangement with any Person to sell, transfer, or grant participation to such Person or to any third Person, with
respect to any of the Securities. The Purchaser understands that the Securities have not been registered under the Securities Act
or any applicable state securities laws by reason of a specific exemption therefrom that depends upon, among other things, the
bona fide nature of the investment intent as expressed herein.


 


4.7.           
Disclosure of Information. The Purchaser has had an opportunity to review the Company’s filings under
the Securities Act and the Exchange Act (including risks factors set forth therein) and the Purchaser represents that it has had
an opportunity to ask questions and receive answers from the Company to evaluate the financial risk inherent in making an investment
in the Securities. The Purchaser has not been offered the opportunity to purchase the Securities by means of any general solicitation
or general advertising.


 


4.8.           
Risk of Investment. The Purchaser realizes that the purchase of the Securities will be a highly speculative
investment and the Purchaser may suffer a complete loss of its investment. The Purchaser understands all of the risks related to
the purchase of the Securities. By virtue of the Purchaser’s experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company, the Purchaser is capable of evaluating the merits and risks of
the Purchaser’s investment in the Company and has the capacity to protect the Purchaser’s own interests.


 






    	17



     

    

 


4.9.           
Advisors. The Purchaser has reviewed with its own tax advisors the federal, state, and local tax consequences
of this investment and the transactions contemplated by this Agreement. The Purchaser acknowledges that it has had the opportunity
to review the Transaction Agreements and the transactions contemplated thereby with the Purchaser’s own legal counsel.


 


4.10.       
Finder. The Purchaser is not obligated and will not be obligated to pay any broker commission, finders’
fee, success fee, or commission in connection with the transactions contemplated by this Agreement.


 


4.11.       
Restricted Shares. The Purchaser understands that the Securities must be held indefinitely unless subsequently
registered under the Securities Act or unless an exemption from registration is otherwise available. Moreover, the Purchaser understands
that except as set forth herein the Company is under no obligation to register the Shares. The Purchaser is aware of Rule 144 promulgated
under the Securities Act (“SEC Rule 144”) that permits limited resales of securities purchased in a private
placement subject to the satisfaction of certain conditions.


 


4.12.       
Investor Qualification. The Purchaser is an “accredited investor” as defined in Rule 501(a) of
Regulation D under the Securities Act. The Purchaser acknowledges that it has completed the Purchaser Suitability Questionnaire.
The Purchaser has truthfully set forth in the Purchaser Suitability Questionnaire the factual basis or reason for qualification
as an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and such information
remains true and correct as of the date hereof. The Purchaser agrees to furnish any additional information that the Company deems
reasonably necessary in order to verify the answers set forth in the Purchaser Suitability Questionnaire.


 


4.13.       
Disqualification. The Purchaser represents that neither the Purchaser, nor any person or entity with whom
the Purchaser shares beneficial ownership of the Company securities, is subject to any Disqualification Event (as defined in Rule
506(d)(1)(i) through (viii) under the Securities Act), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii)
or (d)(3) under the Securities Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.


 


ARTICLE
5

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING


 


The Company’s obligation to complete the
sale and issuance of the Shares and deliver the Shares to the Purchaser at the Closing shall be subject to the following conditions
to the extent not waived by the Company:


 


(a)        Receipt
of Payment. The Company shall have received payment by wire transfer of immediately available funds in the full amount of the
Total Purchase Price for the number of Shares being purchased by the Purchaser at the Closing.


 


(b)        Representations
and Warranties. The representations and warranties made by the Purchaser in Article 4 hereof shall be true and
correct in all respects as of, and as if made on, the date of this Agreement and as of the Closing.


 






    	18



     

    

 


(c)        Receipt
of Executed Documents. The Purchaser shall have duly executed and delivered to the Company the Purchaser Suitability Questionnaire.


 


ARTICLE
6

CONDITIONS TO PURCHASER’S OBLIGATIONS AT THE CLOSING


 


The Purchaser’s obligation to accept delivery
of the Shares and to pay for the Shares shall be subject to the following conditions to the extent not waived by the Purchaser:


 


(a)        Representations
and Warranties. The representations and warranties made by the Company in Article 3 hereof shall be true and correct
in all respects as of, and as if made on, the date of this Agreement and as of the Closing.


 


(b)        Certificate.
The Purchaser shall have received a certificate signed by the Company’s Chief Executive Officer and Chief Financial Officer
to the effect that the representations and warranties of the Company in Article 3 hereof are true and correct in all
respects as of, and as if made on, the date of this Agreement and as of the Closing.


 


(c)        Good
Standing. The Company is validly existing as a corporation in good standing under the laws of Delaware as evidenced by a certificate
of the Secretary of State of the State of Delaware, a copy of which was provided to the Purchaser.


 


(d)       Secretary’s
Certificate. A certificate, executed by the Secretary or an Assistant Secretary of the Company and dated as of the Closing
Date, as to (A) the resolutions approving the issuance of the Securities as adopted by an Independent Committee of the Company’s
Board of Directors (the “Board of Directors”) and/or the Board of Directors in a form reasonably acceptable
to the Purchaser, (B) the certificate of incorporation, and (C) the bylaws, each as in effect as of the Closing Date.


 


(e)       Board
Approval. The terms and conditions of the issuance of the Securities and the Transaction Agreements shall have been approved
by an Independent Committee of the Board of Directors and/or a majority of the disinterested directors of the Board of Directors,
as applicable.


 


(f)       Approvals.
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including, without limitation, from The NASDAQ Stock Market, other than with respect to obtaining the Stockholder
Approval.


 


(g)       Warrants.
The Company shall have issued to the Purchaser at the Closing the Warrants.


 


ARTICLE
7

OTHER AGREEMENTS OF THE PARTIES


 


7.1.           
Removal of Legends.


 






    	19



     

    

 


(a)               
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any
transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of the Purchaser or in connection with a pledge as contemplated in Section 7.1(b), the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the
form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not
require registration of such transferred Securities under the Securities Act.


(b)              
 The Purchaser agrees to the imprinting, so long as is required by this Section 7.1, of a legend on any of
the Securities in the substantially following form:


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS
SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company acknowledges and agrees that the
Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in
Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Purchaser may transfer pledged or
secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company
and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further,
no notice shall be required of such pledge. At the Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the
Securities.


 






    	20



     

    

 


(c)               
Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section
7.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act,
(ii) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144,
or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Company’s
Transfer Agent, Wells Fargo Shareholder Services, the current transfer agent of the Company, with a mailing address of 1110 Centre
Point Curve, Suite 101, Mendota Heights, MN 55120 and a telephone number of (855) 217-6361, and any successor transfer agent of
the Company (the “Transfer Agent”), promptly if required by the Transfer Agent to effect the removal of the
legend hereunder. If all or any Shares or portion of a Warrant is converted or exercised, as applicable, at a time when there is
an effective registration statement to cover the resale of the applicable Underlying Shares (as defined below), or if such Underlying
Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff of the SEC) then such Underlying Shares shall be issued
free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 7.1(c)
and upon the request of the Purchaser, the Company will, no later than the earlier of (i) three Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company
or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such third
Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate representing
such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Article 7. Certificates for Underlying
Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account
of the Purchaser’s prime broker with the Depository Trust Company System as directed by the Purchaser. 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 by the Purchaser to the Company or
the Transfer Agent of a certificate representing Underlying Shares issued with a restrictive legend. As used herein, (A) “Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Shares and upon exercise of the Warrants
and issued and issuable in lieu of the cash payment of dividends on the Shares or the Make-Whole Payment, in each case, in accordance
with the terms of the Certificate of Designation, (B) “Trading Day” means a day on which the principal Trading
Market is open for trading, (C) “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 MKT, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing);
(D) “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 Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid
by the Company; and (E) “Stated Value” means $1,000 per share of the Company’s 17.38% Series B Convertible
Preferred Stock.


 






    	21



     

    

 


(d)              
In addition to the Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, (i)
as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock
on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to
Section 7.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun
to accrue) for each Trading Day commencing one Trading Day after the Legend Removal Date until such certificate is delivered without
a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Purchaser by the Legend Removal
Date a certificate representing the Securities so delivered to the Company by the Purchaser that is free from all restrictive and
other legends and (b) if after the Legend Removal Date the Purchaser purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Purchaser of all or any portion of the number of shares of Common Stock,
or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Purchaser
anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of the Purchaser’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock
so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In
Price”) over the product of (A) such number of Underlying Shares that the Company was required to deliver to the
Purchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during
the period commencing on the date of the delivery by the Purchaser to the Company of the applicable Underlying Shares (as the case
may be) and ending on the date of such delivery and payment under this Section 7.1(d).


 


7.2.           
Furnishing of Information.


 


(a)               
Until the earliest of the time that (i) the Purchaser does not own any Securities or (ii) the Warrants have expired,
the Company covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act
even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


(b)              
At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such
time that all of the Underlying Shares (assuming cashless exercise of the Warrants) may be sold without the requirement for the
Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company
(i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an
issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set
forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to the Purchaser’s other available
remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any
such delay in or reduction of its ability to sell the Underlying Shares, an amount in cash equal to two percent (2.0%) of the aggregate
Stated Value of the Shares held by the Purchaser and Exercise Price of the Purchaser’s Warrants on the day of a Public Information
Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the
earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required 
pursuant to Rule 144.  The payments to which the Purchaser shall be entitled pursuant to this Section 7.2(b) are referred
to herein as “Public Information Failure Payments.”  Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and
(ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments
is cured.  In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information
Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein
shall limit the Purchaser’s right to pursue actual damages for the Public Information Failure, and the Purchaser shall have
the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.


 






    	22



     

    

 


7.3.           
Securities Laws Disclosure; Publicity. Promptly after the Closing Date, the Company shall issue a press release
(the “Press Release”) reasonably acceptable to the Purchaser disclosing all material terms of the transactions
contemplated hereby. On or before 5:30 p.m., New York City time, on the fourth trading day immediately following the execution
of this Agreement, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the Transaction Agreements
(the “8-K Filing”). From and after the filing of the Press Release, the Company shall have disclosed all material,
non-public information (if any) provided to any of the Purchaser by the Company or any of its Subsidiaries or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the filing of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, affiliates, employees or agents, on the one hand, and the Purchaser or any of its affiliates, on the other
hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide any Purchaser (other than any Purchaser who has a designee, representative
or affiliate who serves on the Board of Directors) with any material, non-public information regarding the Company or any of its
Subsidiaries from and after the date hereof without the express prior written consent of the Purchaser (which may be granted or
withheld in the Purchaser’s sole discretion). To the extent that the Company delivers any material, non-public information
to a Purchaser without the Purchaser's consent, the Company hereby covenants and agrees that the Purchaser shall not have any duty
of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the
foregoing, neither the Company, its Subsidiaries nor any Purchaser shall issue any press releases or any other public statements
with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval
of the Purchaser, to make the Press Release and any press release or other public disclosure with respect to such transactions
(i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and
regulations (provided that in the case of clause (i) the Purchaser shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its release). Without the prior written consent of the Purchaser (which may be
granted or withheld in the Purchaser’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries
and affiliates to not) disclose the name of the Purchaser in any filing (except as required by law or upon the reasonable advice
of counsel), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without
implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Purchaser shall not
have (unless expressly agreed to by the Purchaser after the date hereof in a written definitive and binding agreement executed
by the Company and the Purchaser), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material,
non-public information regarding the Company or any of its Subsidiaries.


 






    	23



     

    

 


7.4.           
Subsequent Equity Sales. The Company shall not, and shall use its commercially reasonable efforts to ensure
that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities
in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors, or that
will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such
that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained
before the closing of such subsequent transaction.


 


7.5.           
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company,
any other Person, that the Purchaser is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Agreements or under any other agreement between the Company and the Purchaser.


 


7.6.           
Indemnification of Purchaser. Subject to the provisions of this Section 7.6, the Company will indemnify
and hold the Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each
Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each,
a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Agreements
or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated
by the Transaction Agreements (unless such action is based upon a breach of the Purchaser’s representations, warranties or
covenants under the Transaction Agreements or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser
Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not
be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent, that
a loss, claim, damage or liability is attributable to the Purchaser’s breach of any of the representations, warranties, covenants
or agreements made by the Purchaser in this Agreement or in the other Transaction Agreements. The indemnification required by this
Section 7.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of
action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to
pursuant to law.


 






    	24



     

    

 


7.7.           
Reservation of Common Stock. Following the date Stockholder Approval is obtained and deemed effective, the
Company will immediately reserve and continue to reserve and keep available at all times, free of preemptive or similar rights,
a sufficient number of shares of Common Stock equal to, as of any date, the maximum aggregate number of shares of Common Stock
then issued or potentially issuable in the future pursuant to the Transaction Agreements, including, without limitation, any Underlying
Shares issuable upon exercise in full of all Warrants or conversion in full of all shares of Preferred Stock, ignoring any conversion
or exercise limits set forth therein, and that any previously unconverted shares of Preferred Stock are held until the fifth anniversary
of the Closing Date.


 


7.8.           
Listing of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the
listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing,
the Company shall apply to list or quote all of the Underlying Shares on such Trading Market and promptly secure the listing of
all of the Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock
traded on any other Trading Market, it will then include in such application all of the Underlying Shares, and will take such other
action as is necessary to cause all of the Underlying Shares to be listed or quoted on such other Trading Market as promptly as
possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on
a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through
the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees
to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.


 


7.9.           
Stockholder Approval.


 


(a)               
Stockholders Meeting. The Company shall establish a record date for, and shall call, give notice of, convene
and hold, a special meeting of stockholders of the Company (the “Stockholder Meeting”), as promptly as practicable
following the date hereof and in no event later than July 10, 2017 for the purpose of voting upon the approval of resolutions (the
“Stockholder Resolutions”) with respect to the matters contemplated by the Stockholder Approval (the date such
approval is obtained, the “Stockholder Approval Date”), provided, however, nothing herein
shall prevent the Company from postponing or adjourning the Stockholder Meeting if (i) there are insufficient shares of the Common
Stock present or represented by a proxy at the Stockholder Meeting to conduct business at the Stockholder Meeting, (ii) the Company
is required to postpone or adjourn the Stockholder Meeting by applicable law or a request from the SEC or its staff, or (iii) the
Company determines in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone
or adjourn the Stockholder Meeting in order to give the stockholders of the Company sufficient time to evaluate any information
or disclosure that the Company has sent to the stockholders or otherwise made available to the stockholders by issuing a press
release, filing materials with the SEC or otherwise. The Company shall solicit from the stockholders of the Company proxies in
favor of the Stockholder Resolutions in accordance with applicable law, and shall submit the Stockholder Resolutions for a vote
of the Company’s stockholders at the Stockholder Meeting. The Company shall use commercially reasonable efforts to secure
the Stockholder Approval at the Stockholder Meeting. As used herein, “Stockholder Approval” means such approval
as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders
of the Company with respect to (i) the capital reverse stock split of the Company’s outstanding Common Stock and (ii) the
transactions contemplated by the Transaction Agreements, including the authorization and issuance of all of the Underlying Shares.


 






    	25



     

    

 


(b)              
Company Board Recommendation. Subject to the terms of this Section 7.9(b), the Board of Directors
shall recommend that the Company’s stockholders approve the Stockholder Resolutions in accordance with the applicable law
(the “Company Board Recommendation”). Neither the Board of Directors nor any committee thereof shall fail to
make, withhold, withdraw, amend or modify in a manner adverse to the Holders or Investors the Company Board Recommendation, unless
the Board of Directors determines in good faith (after consultation with outside legal counsel) that the failure to make such public
statement would be a breach of its fiduciary duties to the Company’s stockholders under applicable law (a “Company
Board Recommendation Change”). Notwithstanding the foregoing, at any time prior to the receipt of the Stockholder Approval,
the Board of Directors may effect a Company Board Recommendation Change if, as a result of an Intervening Event, the Board of Directors
determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation
Change would be a breach of its fiduciary duties to the Company’s stockholders under applicable law; provided that
prior to effecting such Company Board Recommendation Change, the Board of Directors shall give the Purchaser at least four Business
Days advance notice thereof (the “Notice Period”). For the purposes of this Section 7.9(b), an “Intervening
Event” means any material event or development or material change in circumstances with respect to the Company that (i)
was unknown by the Board of Directors as of, or prior to, the date hereof, or (ii) if known, the magnitude and consequences of
which were not known or foreseeable by the Board of Directors as of the date hereof.


 


(c)               
[Reserved].


 






    	26



     

    

 


(d)              
If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every
four months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Shares
and Warrants are no longer outstanding.


 


7.10.       
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as
the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale
to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States,
and shall provide evidence of such actions promptly upon request of any Purchaser.


 


7.11.       
Registration Statement. As soon as practicable (and in any event within
30 calendar days of the date the Company obtains the Stockholder Approval), the Company shall file a registration statement on
Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Purchaser of the Underlying
Shares.  The Company shall use commercially reasonable efforts to cause such registration to become effective within 181 days
following the Closing Date and commercially reasonable efforts to keep such registration statement effective at all times until
(i) the Purchaser does not own any Securities or (ii) the Underlying Shares are eligible for resale under Rule 144 without regard
to volume limitations.


 


 


ARTICLE
8

MISCELLANEOUS


 


8.1.           
Survival. The representations, warranties and covenants contained herein shall survive the execution and delivery
of this Agreement and the sale of the Securities.


 


8.2.           
Assignment; Successors and Assigns. This Agreement may not be assigned by either party without the prior written
consent of the other party; provided, that this Agreement may be assigned by the Purchaser to the valid transferee of any
security purchased hereunder if such security remains a “restricted security” under the Securities Act. This Agreement
and all provisions thereof shall be binding upon, inure to the benefit of, and are enforceable by the parties hereto and their
respective successors and permitted assigns.


 


8.3.           
Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed
to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt,
(c) one Business Day after the day on which the same has been delivered prepaid to a nationally recognized courier service,
or (d) five Business Days after the deposit in the United States mail, registered or certified, return receipt requested,
postage prepaid, in each case addressed to, as to the Company, Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608,
Attn: General Counsel, facsimile number: (510) 740-7416, with a copy to Fenwick & West LLP, 801 California Street, Mountain
View, CA 94041, Attn: David Michaels, Esq., facsimile number: (650) 938-5200, and as to the Purchaser at the address and facsimile
number set forth below the Purchaser’s signature on the signature pages of this Agreement. Any party hereto from time to
time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying
such change to the other parties hereto. The Purchaser and the Company may each agree in writing to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures
may be limited to particular notices or communications.


 






    	27



     

    

 


8.4.           
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the
Transaction Agreements shall be governed by and construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal actions, claims, suits, investigations
or proceedings (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened (each, a “Proceeding”) concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Agreements (whether brought against a party hereto or its
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 (including with respect to the enforcement
of any of the Transaction Agreements), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such 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 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 Agreement 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 any party shall commence a Proceeding to enforce any provisions of the Transaction
Agreements, then, in addition to the obligations of the Company under Section 7.6, the prevailing party in such Proceeding
shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Proceeding.


 


8.5.           
Confidentiality. The Company and the Purchaser agree to use, and to use its reasonable best efforts to ensure
that its authorized representatives use the same degree of care as such party uses to protect its own confidential information
(but in no event less than reasonable care) to keep confidential the information provided to it pursuant to this Agreement, and
any other information furnished to it which the disclosing party identifies as being confidential or proprietary (so long as such
information is not in the public domain) or, under the circumstances surrounding disclosure, such party knows or has reason to
know should be treated as confidential (“Confidential Information”), unless otherwise required by law (provided
that a party shall, to the extent permitted by law, promptly notify the other party of any required disclosure and take reasonable
steps to minimize the extent of any such required disclosure); provided, however, that Confidential Information shall not include
information, that (i) was in the public domain prior to the time it was furnished to such recipient, (ii) is at the time of the
alleged breach (through no willful or improper action or inaction by such recipient) generally available to the public, (iii) was
rightfully disclosed to such recipient by a third party without restriction or (iv) as of the time of the alleged breach, had been
independently developed (as evidenced by written records) without any use of Confidential Information.


 






    	28



     

    

 


8.6.           
Severability. In the event that any provision of this Agreement or the application of any provision hereof
is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement
shall not be affected except to the extent necessary to delete such illegal, invalid, or unenforceable provision unless that provision
held invalid shall substantially impair the benefits of the remaining portions of this Agreement.


 


8.7.           
Headings. The headings in this Agreement are for convenience of reference only and shall not constitute a
part of this Agreement, nor shall they affect its meaning, construction, or effect.


 


8.8.           
Entire Agreement. This Agreement embodies the entire understanding and agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter
hereof.


 


8.9.           
Finder’s Fee. The Company agrees that it shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by Purchaser) relating to or arising
out of the transactions contemplated hereby. The Company shall pay, and hold the Purchaser harmless against, any liability, loss
or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim
for any such fees or commissions.


 


8.10.       
Expenses. Each party will bear its own costs and expenses in connection with this Agreement.


 


8.11.       
Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments
and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


8.12.       
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered to the other party. Facsimile signatures shall be deemed originals
for all purposes hereunder.


 


[Signature pages follows] 


 


 


 






    	29



     

    

 


This Securities Purchase Agreement is hereby confirmed and accepted
by the Company as of May 31, 2017.


 


 


 


	 	 	AMYRIS, INC.
	 	 	 
	 	 	By: 	/s/ John Melo
	 	 	Name: 	John Melo
	 	 	Title:	President and CEO
	 	 	 
	 	 	 
	 	 	PURCHASER: 
	 	 	 
	 	 	By: 	/s/ John E. Abdo
	 	 	 	(signature)
	 	 	 	 
	 	 	 	John E. Abdo as Trustee under Trust Agreement dated 03/15/76 for the benefit of John E. Abdo






 


 





 


 


 


 


 


 


 



     


     

    
	
         

        






Exhibit A


 


Form of Cash Warrant


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 


EXHIBIT A


 


 


NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY
IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES


 


COMMON STOCK PURCHASE WARRANT


 


AMYRIS, INC. 


 





	Warrant Shares: 13,570,958	 	Issue Date: May 31, 2017






 


THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, John E. Abdo, As Trustee Under Trust Agreement Dated March 15, 1976 For The Benefit Of John
E. Abdo 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 that Stockholder Approval (as defined in the Purchase
Agreement) is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to the close of business
on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to
subscribe for and purchase from Amyris, Inc., a Delaware corporation (the “Company”), up to 13,570,958 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).


 


Section 1.Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the
“Purchase Agreement”), dated May 31, 2017, among the Company and the Holder.


 


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 electronic (or e-mail attachment) of the Notice of Exercise in the form
annexed hereto (“Notice of Exercise”). Within the earlier of (i) three (3) 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 the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in
an amount equal to the applicable number of Warrant Shares purchased. 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.


 


b)                 
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.52 as to one half
of the Warrant Shares and $0.62 as to the remaining half of the Warrant Shares (the Holder shall be entitled to designate at which
price each such exercise is being made), subject to adjustment hereunder (the “Exercise Price”).


 


c)                 
Cashless Exercise. This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date at the election of the Holder (in such Holder’s sole discretion) 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 pursuant to Section 2(a) hereof or (iii) the 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 1(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 characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued
may be tacked on to the holding period of this Warrant.  The Company agrees not to take any position contrary to this
Section 2(c).


 


“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 Purchaser and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 


“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 Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






     


     

    

 


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).


 


		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 the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144, 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 earlier of (i) the earlier
of (A) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery
of the aggregate Exercise Price to the Company and (ii) 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 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) three 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), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin
to accrue) for each Trading Day commencing one 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 certificate, 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 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, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or 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.


 


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. Notwithstanding anything to the contrary contained herein, 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 (as defined below)) 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, 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 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% 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. “Common Stock Equivalents” means
any securities of the Company or its 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.


 


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 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 Equity Sales. If the Company or any Subsidiary thereof, as applicable, during the period ending three
(3) years from the Issue Date, and while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant
any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such
lower price, the “Base Share Price” and such issuance, a “Dilutive Issuance”) (it being understood
and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,
options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at
an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than
the Exercise Price on such date of the Dilutive Issuance at such effective price) then the Exercise Price shall be reduced and
only reduced to the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are
issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt
Issuance (as defined below). The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance
or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant
to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares
based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.
“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors
of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority
of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established
for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities
issued under the Purchase Agreement and/or other securities exercisable or exchangeable for or convertible into shares of Common
Stock issued and outstanding, or committed for issuance, or as to which a dilution adjustment may be triggered, or the payment
of interest or principal in shares of Common Stock on securities which so provide, outstanding on the date hereof, provided that
such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or adjustments
pursuant to anti-dilution provisions existing on the date hereof) or to extend the term of such securities, (c) securities issued
pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company as determined in good faith
by the Board of Directors and shall provide to the Company additional benefits in addition to the investment of funds, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities, and (d) any securities issued to DSM International B.V. in accordance with its
rights under the Stockholder Agreement with the Company dated May 11, 2017, as amended.


 






     


     

    

 


c)     
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time subsequent
to the Original Issue Date but prior to the date the Corporation obtains the Stockholder Approval 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 each 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).


 


d)    
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, but
excluding any dividend that results in adjustment to the Conversion Price pursuant to Section 3(a) above) (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 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).


 






     


     

    

 


e)     
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 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,
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 (as if the exercise of the Warrant occurred 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 shares of Common Stock 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.


 






     


     

    

 


f)      
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.


 


g)     
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 within two (2) Trading Days 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 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 and the conditions set forth in Section
4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, 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 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 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. 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 original issue date 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 Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company 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.


 






     


     

    

 


d)    
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.


 


e)     
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring
this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and
not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act
or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


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 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.


 


During the period the Warrant is outstanding
from and after the Initial Exercise Date, the Company covenants that 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)     
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant
shall be determined in accordance with the provisions of the Purchase Agreement.


 


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. 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 notice, request or other document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


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 and 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.


 


********************


 


 


(Signature Page Follows)


 


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 





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.


 


 


 


 


	 	 	AMYRIS, INC.
	 	 	 
	 	 	By: 	 
	 	 	 	Name: 	 
	 	 	 	Title:	 
	 	 	 






 


 


 


 


 


 


 


 


 






     


     

    

 


NOTICE OF EXERCISE


 


To:     AMYRIS, 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)  
Applicable Exercise Price: $________


 


(3)  
Payment shall take the form of (check applicable box):


 


[ ] in lawful money of the United States; or


 


[ ] [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).


 


(4)  
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:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor. The undersigned
is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


[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: 	 	 	 


 


 


 


 


 


 






     


     

    




 


Exhibit B


 


Form of Anti-Dilution Warrant


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 


EXHIBIT B


 


 


NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY
IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES


 


COMMON STOCK PURCHASE WARRANT


 


AMYRIS, INC. 


 


Issue Date: May 31, 2017


 


THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, John E. Abdo, As Trustee Under Trust Agreement Dated March 15, 1976 For The Benefit Of John
E. Abdo 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 that Stockholder Approval (as defined in the Purchase
Agreement) is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to the close of business
on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to
subscribe for and purchase from Amyris, Inc., a Delaware corporation (the “Company”), up to that number of shares
of the Company’s Common Stock equal to the Warrant Share Amount (as defined below) (as subject to adjustment hereunder, the
“Warrant Shares”). 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).


 


Section 1.Definitions.


 


e)                 
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the “Purchase Agreement”), dated May 31, 2017, among the Company and the Holder.


 


f)                  
“Common Stock Equivalents” means any securities of the Company or its 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.


 






     


     

    

 


g)                 
“Dilutive Issuance” means, other than an Exempt Issuance, during the period ending three (3) years from
the Issue Date, and while this Warrant is outstanding, an issuance by the Company or any Subsidiary thereof whereby the Company
or any Subsidiary thereof, as applicable, shall sell or grant any option to purchase, or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock
or Common Stock Equivalents, at an effective price per share less than the Effective Price then in effect (such lower price, the
“Base Share Price”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is less than the Effective Price, such issuance
shall be deemed to have occurred for less than the Effective Price on such date of the Dilutive Issuance at such effective price).


 


h)                 
“Effective Price” means $0.42 per share (as adjusted for any stock splits, stock dividends, recapitalizations
or the like).


 


i)                   
“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers
or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose,
by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or
conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding, or committed for issuance, or as to which a dilution adjustment may be triggered, or the
payment of interest or principal in shares of Common Stock on securities which so provide, outstanding on the date hereof, provided
that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or adjustments
pursuant to anti-dilution provisions existing on the date hereof) or to extend the term of such securities, (c) securities issued
pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company as determined in good faith
by the Board of Directors and shall provide to the Company additional benefits in addition to the investment of funds, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities, and (d) any securities issued to DSM International B.V. in accordance with its
rights under the Stockholder Agreement with the Company dated May 11, 2017, as amended.


 






     


     

    

 


j)                   
“Warrant Share Amount” means a number of shares of Common Stock determined subsequent to any Dilutive
Issuance equal to the difference between (i) the quotient obtained by dividing the Holder’s applicable Subscription Amount
by the Base Share Price in the lowest-priced such Dilutive Issuance, rounded down to the nearest share, minus (ii) the quotient
obtained by dividing the Holder’s applicable Subscription Amount by the Effective Price, rounded down to the nearest whole
share, minus (iii) the number of shares that have been issued upon exercise of this Warrant following any prior Dilutive Issuance.
For the avoidance of doubt, on the Issue Date of this Warrant, the Warrant Share Amount shall equal zero; and if one Dilutive Issuance
is followed by a subsequent Dilutive Issuance at higher Base Share Price than the prior Dilutive Issuance, the lower Base Share
Price shall apply.


 


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 electronic (or e-mail attachment) of the Notice of Exercise in the form
annexed hereto (“Notice of Exercise”). Within the earlier of (i) three (3) 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 the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in
an amount equal to the applicable number of Warrant Shares purchased. 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.


 






     


     

    

 


b)                                               
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.0001 subject
to adjustment hereunder (the “Exercise Price”).


 


c)                                               
Cashless Exercise. This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date at the election of the Holder (in such Holder’s sole discretion) 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 pursuant to Section 2(a) hereof or (iii) the 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 1(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 characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued
may be tacked on to the holding period of this Warrant.  The Company agrees not to take any position contrary to this
Section 2(c).


 


“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 Purchaser and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 






     


     

    

 


“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 Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


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).


 


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 the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144, 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 earlier of (i) the earlier
of (A) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery
of the aggregate Exercise Price to the Company and (ii) 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 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) three 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), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin
to accrue) for each Trading Day commencing one 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 certificate, 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 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, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or 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.


 


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. Notwithstanding anything to the contrary contained herein, 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, 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 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% 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.


 


Section 3.Certain Adjustments.


 


h)     
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 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.


 






     


     

    

 


i)       
[RESERVED]


 


j)       
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time subsequent
to the Original Issue Date but prior to the date the Corporation obtains the Stockholder Approval 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 each 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).


 


k)     
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,
but excluding any dividend that results in adjustment to the Conversion Price pursuant to Section 3(a) above) (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 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).


 






     


     

    

 


l)       
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 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,
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 (as if the exercise of the Warrant occurred 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 shares of Common Stock 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.


 






     


     

    

 


m)   
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.


 


n)     
Notice to Holder.


 


i.     
Notice of Dilutive Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following
the issuance or deemed issuance of any Common Stock or Common Stock Equivalents pursuant to a Dilutive Issuance, indicating therein
the applicable Base Share Price and the resulting Warrant Share Amount.


 


ii.     
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3,
the Company shall within two (2) Trading Days 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.


 


iii.     
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 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.


 


f)      
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section
4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, 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 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 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.


 


g)     
New Warrants. 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 original issue date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 






     


     

    

 


h)     
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company 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.


 


i)       
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.


 


j)       
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring
this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and
not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act
or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


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 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.


 


During the period the Warrant is outstanding
from and after the Initial Exercise Date, the Company covenants that 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)     
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant
shall be determined in accordance with the provisions of the Purchase Agreement.


 


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. 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 notice, request or other document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


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 and 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.


 


 


********************


 


 


(Signature Page Follows)


 


 


 


 


 


 






     


     

    

 


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.


 


 


 





	 	 	AMYRIS, INC.
	 	 	 
	 	 	By: 	 
	 	 	 	Name: 	 
	 	 	 	Title:	 
	 	 	 


 


 


 


 


 


 


 


 


 


 






     


     

    

 


NOTICE OF EXERCISE


 


To:     AMYRIS, INC.


 


(5)  
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.


 


(6)  
Payment shall take the form of (check applicable box):


 


[   ] in lawful money of the United States; or


 


[   ] [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).


 


(7)  
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:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor. The undersigned
is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


[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: 	 	 	 


 


 


 


 


 


 


 


 


 


 


 



     


     

    




 





Exhibit C


 


PURCHASER SUITABILITY QUESTIONNAIRE 





FOR 





AMYRIS, INC.


 


This Questionnaire is to be completed by each ENTITY
(trust, corporation, partnership or other organization) purchasing securities of Amyris, Inc., a Delaware corporation (the "Company").
The purpose of this Questionnaire is to assure the Company that each proposed investor will meet certain suitability standards
in connection with investment in the Company and the purchase of shares of the Company’s Common Stock, $0.0001 par value
per share (the "Shares"), including those imposed by applicable state and federal securities laws and the
regulations under those laws.


 


If the answer to any question is "None"
or "Not Applicable," please so state. If more space is needed for any answer, additional sheets may be attached.


 


Your answers will be kept confidential at all
times. However, by signing this Questionnaire, you agree that the Company may present this Questionnaire to such parties as it
deems appropriate to establish the availability of exemptions from registration or qualification requirements under federal and
state securities laws.


 


1. IDENTIFICATION





 


	1.1	Name(s)
in which the Shares are to be registered:
	 	 
	 	 
	1.2	Tax
Identification Number:
	 	 
	 	 
	1.3	Address of principal place
of business:
	 	 
	 	 
	 	 
	 	 
	1.4	Telephone number: 	 	 	 
	 	 
	1.5	Jurisdiction
of formation or of incorporation (Name the State or Country):
	 	 
	 	 
	1.6	Form of entity (e.g.,
corporation, general partnership, limited partnership, trust, etc.):
	 	 
	 	 
	1.7	Nature of business (e.g., investment, banking,
manufacturing, venture capital investment fund, etc.):
	 	 
	 	 
	 	 	 













 






     


     

    

 


2. ACCREDITATION


 





	2.1	Amount of the proposed investment: $ __________
	 	 
	2.2	Is the entity's cash flow from all sources sufficient to satisfy its current needs, including possible
contingencies, such that the entity has no need for liquidity in this proposed investment?
	 	 



Yes_____       No____


 


		2.3	Was the entity specifically formed for the purpose of investing in the Company?



 


Yes_____        No_____


 


		2.4	Does the entity have the ability to bear the economic risk of the investment, i.e., can the entity
afford to lose its entire investment?



 


Yes_____       No_____


 


		2.5	Is the entity an employee benefit plan governed by the Employee Retirement Income Security Act
of 1974 (a 401(k) Plan, Keogh Plan, pension plan, etc., maintained by an employer for its employees)?



 


Yes_____       No_____


 


IF YES, please indicate which, if any, of the following
categories accurately describes the entity:





 


	 	_____	the
employee benefit plan has total assets in excess of $5,000,000.
	 	 	 
		_____	the plan is a self-directed plan with investment decisions made solely by persons listed in Section
2.6 below or who are individuals, and each such individual has a net worth in excess $1,000,000 or had an individual income in
excess of $200,000 in each of the two most recent years and has a reasonable expectation of reaching the same income level in the
current year.
	 	 	 



		_____	investment decisions are made by a plan fiduciary which is either a bank, savings and loan association,
insurance company or registered investment advisor.
	 	 	 
	2.6	Please
indicate which, if any, of the following categories accurately describes the entity:






 


	 	_____	A
bank.
	 	 	 
	 	_____	A
savings and loan association.
	 	 	 
		_____	A broker-dealer registered under Section 15 of the Securities Exchange Act of 1934.
	 	 	 
	




     


     

    


	 	 	 
	 	_____	An
insurance company.



   


		_____	An investment company registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2(a)(48) of that Act.
	 	 	 



		_____	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958.
	 	 	 



		_____	A private business development company defined in Section 202(a)(22) of the Investment Advisors
Act of 1940.
	 	 	 



		_____	An organization described in Section 501(c)(3) of the Internal Revenue Code with total assets in
excess of $5,000,000 not formed for the purpose of investing in the Company.
	 	 	 



		_____	A corporation with total assets in excess of $5,000,000, not formed for the purpose of investing
in the Company.
	 	 	 



		_____	A partnership with total assets in excess of $5,000,000, not formed for the purpose of investing
in the Company.
	 	 	 



		_____	A Massachusetts or similar business trust with total assets in excess of $5,000,000, not formed
for the purpose of investing in the Company.
	 	 	 



		_____	Any other trust with total assets in excess of $5,000,000, not formed for the purpose of investing
in the Company.
	 	 	 
	2.7	Please indicate if one of the following describes the equity owners of the entity:



       


		_____	Each equity owner of the entity (i.e., all shareholders, all general and/or limited partners or
all beneficiaries, as applicable) is an individual whose net worth or joint net worth with his or her spouse exceeds $1,000,000.
	 	 	 



		_____	Each equity owner of the entity is an individual who had a personal income in excess of $200,000
in each of the two (2) most recent years or joint income with that person's spouse in excess of $300,000 in each of those years
and reasonably expects to reach the same income level in the current year.
	 	 	 



		_____	Each equity owner of the entity is an entity described in at least one category of Question 2.6
above.
	 	 	 



		_____	Although not all equity owners are described in the same category above in this Question 2.7, each
equity owner is described in at least one such category.
	 	 	 
	




     


     

    


	 	 	 
	2.8	Please
indicate which of the following also describes the equity owners of the entity:



       


		_____	Each equity owner of the entity has, by reason of his, her or its business and financial experience,
the capacity to evaluate the merits and risks of the entity's proposed investment and to protect his, her or its own interests
in connection with the investment.
	 	 	 



		_____	Each of the equity owners of the entity is able to bear the economic risk of the entity's investment,
i.e., can afford loss of the entity's entire investment.
	 	 	 



		_____	The beneficial interest of each equity owner in the entity's proposed investment is less than 10%
of such equity owner's net worth, or joint net worth with his or her spouse.
	 	 	 



		_____	Although not all equity owners are described in the same category above in this Question 2.8, each
equity owner is described in at least one such category.
	 	 	 



 


3. ADDITIONAL INFORMATION


 


		3.1	Has your entity previously invested in private placements of securities of newly-formed, non-public
companies or companies without a history of significant profits or earnings?



 


Never _______     Rarely _______     On Several
Occasions _______


 


		3.2	Does your entity, by reason of its business and financial knowledge and experience, have the capacity
to evaluate the merits and risks of the entity's proposed investment and to protect the entity's own interests in connection with
its investment in the Company?



 


Yes _____     No _____


 


IF YES, please describe the business and financial
knowledge and experience, indicating factual basis for your conclusion that the entity has such capacity.


 


________________________________________________________________________


 


________________________________________________________________________


 


________________________________________________________________________


 


		3.3	Do the persons responsible for making the investment decision for the entity, by reason of their
business and financial knowledge and experience, have the capacity to evaluate the merits and risks of the entity's proposed investment?



 


Yes _____     No _____


 


IF YES, please describe the business and financial
knowledge and experience, indicating factual basis for your conclusion that those persons have such capacity.


 


________________________________________________________________________


 


________________________________________________________________________


 


________________________________________________________________________


 






     


     

    

 


		3.4	If you have used the services of a securities broker or dealer or a finder in submitting subscription
documentation for the Shares, please identify the broker, dealer or finder:



 


________________________________________________________________________


 


________________________________________________________________________


 


		3.5	Are you relying on the business or financial experience of an accountant, attorney or other professional
advisor in evaluating the merits and risks of this investment in order to protect your own interest?



 


Yes_____       No_____


 


IF YES, please (a) have your
advisor complete the Company's form of Advisor's Questionnaire and submit it with this Questionnaire, and (b) identify the advisor.


 


Name of professional advisor:________________________________________________


 


4. EXECUTION


 


The information provided in this Questionnaire
is true and complete as of the date provided below in all material respects and the undersigned recognizes that the Company is
relying on the truth and accuracy of such information. The undersigned agrees to notify the Company promptly of any changes in
the foregoing information that may occur prior to the closing of the sale of Shares of the Company.


 


 





	 	Name of Entity:
	 	 
	 	(Please Print or Type)
	 	 
	 	By: 	 
	 	(Signature)
	 	 
	 	Name: 	 
	 	(Please Print or Type)
	 	 
	 	Title: 	 
	 	(Please Print or Type)
	 	 
	 	Date: