Exhibit 4.91




 


 





Voting Agreement


 





This Voting Agreement
(this “Agreement”) is entered into as of May 4, 2017, by and between the stockholders listed
on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”),
and Amyris, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise
defined shall have the meaning given to them in the Purchase Agreements (as defined below).


 


Recitals


 


Whereas,
the execution and delivery of this Agreement by each Stockholder is a material inducement to the willingness of certain investors
(the “Investors”) to enter into one or more Securities Purchase Agreements subsequent to the date hereof
(collectively, the “Purchase Agreements”), by and among the Company and the Investors party thereto,
pursuant to which, subject to the terms and conditions set forth in the Purchase Agreements, such Investors will purchase for an
aggregate purchase price of up to $110,000,000, shares of the Company’s Series A Convertible Preferred Stock and/or Series
B Convertible Preferred Stock (collectively, the “Shares”) and warrants to purchase shares of the Company’s
Common Stock (the “Warrants”) (such sale and issuance of Shares and Warrants, the “Offering”).


 


Whereas,
each Stockholder understands and acknowledges that the Company and Investors are entitled to rely on (i) the truth and accuracy
of such Stockholder’s representations contained herein and (ii) such Stockholder’s performance of the obligations
set forth herein.


 


Now,
Therefore, in consideration of the promises and the covenants and agreements set forth in the Purchase Agreements and
in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.     
Shares Subject to this Agreement. Except as otherwise stated herein and until such time as this Agreement shall terminate
in conformity with Section 6(m) hereunder, each Stockholder agrees to hold all shares of voting capital stock of the Company
registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of this Agreement
and any other shares of voting capital stock of the Company legally or beneficially held or acquired by it after the date hereof
or over which it exercises voting control (the “Voting Shares”) subject to, and to vote the Voting Shares
in accordance with, the provisions of this Agreement.


 


 2.     Agreement to Vote Shares.




 


(a)                In
any annual, special or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such
meeting, at which the transactions contemplated by the Purchase Agreements are presented to the Company’s
stockholders for approval, each Stockholder agrees that it will vote, by proxy or otherwise, its Voting Shares (i) in favor
of the issuance and exercisability of the Shares and Warrants to the Investors and any matter that would reasonably be
expected to facilitate the Offering and the issuance and exercise of such Shares and Warrants, including, without limitation,
the authorization and issuance of all the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on
the Closing Date, (ii) in favor of a reverse stock-split of the Company’s Common Stock approved by the Company’s
Board of Directors (the “Reverse-Split”), and (iii) against approval of any proposal made in
opposition to the matters described in clauses (i) and (ii) above (the votes contemplated by clauses (i) through (iii) being
referred to herein as the “Vote”). Notwithstanding the above, each Stockholder shall retain at all
times the right to vote any Voting Shares in its sole discretion and without any other limitation on those matters other than
those set forth in clauses (i) through (iii) of this Section 2(a) that are at any time or from time to time presented
for consideration to the Company’s stockholders generally.


 






     


     

    

 


(b)              
Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict a Stockholder from acting in such Stockholder’s
capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply
to a Stockholder solely in such Stockholder’s capacity as a stockholder of the Company.


 


(c)               
In the event that a meeting of the stockholders of the Company is held, each Stockholder shall, or shall cause the holder
of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Voting Shares to
be counted as present thereat for purposes of establishing a quorum.


 


3.     
Representations, Warranties and Other Covenants of Stockholder. Each Stockholder hereby represents, warrants and
covenants to the Company, severally and not jointly, as follows:


 


(a)               
As of the date of this Agreement, such Stockholder is the legal or beneficial owner of, and has the power to vote, that
number of issued and outstanding shares of the Company’s Common Stock set forth on the signature page hereto. The Voting
Shares set forth next to such Stockholder’s name on the signature page hereof are owned free of any encumbrance that would
preclude such Stockholder from exercising his, her or its voting power as provided in Section 2 or otherwise complying with
the terms hereof.


 


(b)              
Such Stockholder has all requisite power, legal capacity and authority to enter into this Agreement and perform its obligations
hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution
and delivery of this Agreement by the Company, constitutes a valid and binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors’ rights generally, and (b) laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.


 


(c)               
The execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent,
waiver or approval under, or result in a breach of or default under, any of the terms of any agreement to which such Stockholder
is a party or by which any of such Stockholder’s assets are bound or (ii) violate any order, writ, injunction, decree, judgment
or any applicable law applicable to such Stockholder or any of such Stockholder’s assets, except for any such conflict, violation
or any failure to obtain such consent, waiver or approval that would not result in such Stockholder being able to perform its obligations
under this Agreement.


 


(d)              
Such Stockholder agrees that such Stockholder will not, in Stockholder’s capacity as a Stockholder of the Company,
bring, commence, institute, maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in law or in equity,
in any court or before any governmental entity, which (i) challenges the validity of or seeks to enjoin the operation of any provision
of this Agreement or any Purchase Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder,
or the approval of the matters contemplated by the Purchase Agreements or the Vote by the Company’s Board of Directors (the
“Board”), breaches any fiduciary duty of the Board or any member thereof.


 






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(e)               
Such Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty contained
herein untrue or incorrect in any material respect or in any way have the effect of restricting, limiting, interfering with, preventing
or disabling such Stockholder from performing his, her or its obligations in any material respect under this Agreement.


 


(f)               
Each Stockholder agrees that, from the date hereof until the Termination Date (as defined in Section 6(m)), without
the Company’s express written consent, such Stockholder shall not, directly or indirectly, (i) sell, transfer, assign,
tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition,
by operation of law or otherwise) or enter into any contract, option or other arrangement or understanding with respect to the
sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, testamentary disposition, operation
of law or otherwise), any Voting Shares, (ii) deposit any Voting Shares into a voting trust or enter into a voting agreement
or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) agree
(whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).


 


4.     
Confidentiality. Except as required by applicable law, each Stockholder, until such time as the matters contemplated
by the Vote are required to be publicly disclosed by the Company, will maintain the confidentiality of any information regarding
this Agreement or any Purchase Agreement or any of the transactions contemplated thereby. Neither such Stockholder, nor any of
his, her or its respective Affiliates, shall issue or cause the publication of any press release or other public announcement with
respect to this Agreement, the Purchase Agreements or the transactions contemplated thereby without the prior written consent of
the Company, except as may be required by law or by any listing agreement with, or the policies of, The NASDAQ Stock Market, in
which circumstance such announcing party shall make all reasonable efforts to consult with the Company in advance of such publication
to the extent practicable.


 


5.     
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect
ownership or incidence of ownership of or with respect to any Voting Shares.


 


 6.      Miscellaneous.




 


(a)               
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, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608,
Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041,
Attn: , facsimile number: , and as to any Stockholder at the address and facsimile number set forth below such Stockholder’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.
Each Stockholder 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.


 


(b)               Interpretation.
When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. The words “include,” “includes” and
“including” when used herein shall be deemed in each case to be followed by the words “without
limitation.” The phrases “the date of this Agreement”, “the date hereof”, and terms of similar
import, unless the context otherwise requires, shall be deemed to refer to the date first above written. Unless the context
of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or
plural number also include the plural or singular number, respectively; and (iii) the terms
“hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire
Agreement.


 






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(c)               
Amendments; Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may
be waived, only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an
instrument signed on behalf of the party waiving compliance. The failure of either party hereto to exercise any right, power or
remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist upon
compliance by any other party with its obligation under this Agreement, and any custom or practice of the parties at variance with
the terms of this Agreement, shall not constitute a waiver by such party of such party’s right to exercise any such or other
right, power or remedy or to demand such compliance.


 


(d)              
Rules of Construction. The parties hereto hereby waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement
or document.


 


(e)               
Specific Performance; Injunctive Relief. The parties hereto agree that the Company will be irreparably harmed and
that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholders set forth
herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the Company upon any such violation
of this Agreement, the Company and the Investors shall have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to the Company or the Investors at law or in equity and each Stockholder hereby
waives any and all defenses which could exist in its favor in connection with such enforcement and waives any requirement for the
security or posting of any bond in connection with such enforcement.


 


(f)               
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and
the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other parties hereto; it being understood that all parties need not sign the same counterpart.


 


(g)               
Entire Agreement; Nonassignability; Parties in Interest; Death or Incapacity. This Agreement and the documents and
instruments and other agreements specifically referred to herein or delivered pursuant hereto (i) constitute an inducement and
condition to the Investors entering into the Purchase Agreements, (ii) constitute the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (iii) are not intended to confer, and shall not be construed as conferring, upon any person
other than the parties hereto any rights or remedies hereunder. Notwithstanding the preceding sentence, the Investors are intended
third party beneficiaries of this Agreement and shall be entitled to enforce the provisions of this Agreement as if they were a
party hereto. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated,
in whole or in part, by operation of law or otherwise, by any Stockholder without the prior written consent of the Company, and
any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests
or obligations of the Company hereunder, may be assigned or delegated in whole or in part by the Company to any affiliate of the


 






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Company without the consent of or any action by the Stockholders upon notice by the Company to Stockholder as herein provided.
Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties
hereto and their respective permitted successors and assigns. All authority conferred herein shall survive the death or incapacity
of any Stockholder and in the event of a Stockholder’s death or incapacity, any obligation of such Stockholder hereunder
shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder.


 


 


(h)              
Additional Documents. Each Stockholder shall execute and deliver any additional documents necessary or desirable
in the reasonable opinion of the Company to carry out the purpose and intent of this Agreement.


 


(i)                
Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared
by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full
force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably
to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent
possible, the economic, business and other purposes of such void or unenforceable provision.


 


(j)                
Remedies Cumulative. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a
party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party,
and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy.


 


(k)              
Governing Law; Consent to Jurisdiction. This Agreement, and the provisions, rights, obligations, and conditions set
forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract,
tort, or under statute, shall be governed by and construed in accordance with the laws of the State of Delaware without giving
effect to its conflict of law provisions.


 


(l)                
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring the expenses.


 


(m)            
Termination. This Agreement shall terminate and shall have no further force or effect from and after the earliest
to occur of (i) the date upon which the stockholders of the Company, in any annual, special or adjourned meeting of the stockholders
of the Company, or by written consent in lieu of any such meeting, approve the matters contemplated by the Vote, or (ii) the termination
of the Purchase Agreements in accordance with their respective terms (such earlier date, the “Termination Date”),
and thereafter there shall be no liability or obligation on the part of the Stockholders, provided, that no such termination
shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination.


 


(n)              
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


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of Page Intentionally Left Blank]


 






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In
Witness Whereof, the parties hereto have caused this Voting Agreement to
be executed as of the date first written above.


 


COMPANY:


 


AMYRIS, INC.


 


 





	By:  	/s/ John Melo	 	 
	Name:  	John Melo	 	 
	Title:	CEO	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






 


 


 


 


 


 


 


 


 






     


     

    

 


In
Witness Whereof, the parties hereto have caused this Voting Agreement to
be executed as of the date first written above.


 


 


 


STOCKHOLDER


 


 


Total Raffinage Chimie


 


 





	By:  	/s/ Nathalie Brunelle	 	 
	Name:  	Nathalie Brunelle	 	 
	Title:	Deputy CEO	 	 
	 	 	 





 





Voting Shares owned beneficially or of record by the Stockholder,
or over which the Stockholder exercises voting power on the date hereof:


 


 


64,178,185      shares of issued and outstanding Common Stock


 


 


 


 


 


 


 


 


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