Exhibit






AMENDMENT NO. 1 
TO Series A Convertible Preferred 
Stock Purchase Agreement


March 14, 2016 


This Amendment No. 1 (this “Amendment”) to that certain Series A Convertible Preferred Stock Purchase Agreement, dated March 10, 2016 (the “Agreement”), by and among Solazyme, Inc., a Delaware corporation (the “Company”), and each of those persons and entities whose names are set forth on Schedule A to the SPA (collectively, the “Purchasers,” and, together with the Company, the “Parties”), is entered into as of the date first written above. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.


RECITALS


WHEREAS, the Parties desire to amend the Agreement and the form of Certificate of Designations, which is attached as Exhibit A to the Agreement, before filing the Certificate of Designations with the Secretary State of Delaware, to provide that the right of the holders of shares of Series A Preferred Stock to nominate a member of the Company’s Board of Directors to be included in the Company’s slate for future stockholder meetings shall require that the outstanding shares of Series A Preferred Stock represent greater than 5.00% of the Company’s Total Voting Power (as defined in the Certificate of Designations); 


NOW, THEREFORE, pursuant to Section 8.01 of the Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:












Section 1.    Amendment.
Section 7(d) of the Certificate of Designations is amended in its entirety to read as follows:


“(d)     For so long as the outstanding shares of Series A Preferred Stock represent at least 5.00% in the aggregate of the Total Voting Power, the holders of shares of Series A Preferred Stock, by the vote or written consent of the holders of a majority in voting power of the outstanding shares of the Series A Preferred Stock (which calculation, for the avoidance of doubt, shall exclude any shares held in treasury by the Corporation or any of its subsidiaries), shall have the right to designate one (1) member to the Board to be included in management’s slate of directors in future stockholder meetings; provided that such individual is reasonably acceptable to the Board then constituted.”



Section 2.    Effect of Amendment. Except as amended and set forth above, the Agreement shall continue in full force and effect.



Section 3.    Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, and all of which together shall constitute one instrument.










IN WITNESS WHEREOF, the undersigned have executed this Amendment  
No. 1 to the Series A Convertible Preferred Stock Purchase Agreement.


Date: 3/14/16
	
		
	SOLAZYME, INC.





	By:
	/s/ Jonathan Wolfson

	 
	Name:   Jonathan Wolfson    

	 
	Title: Chief Executive Officer








[Signature Page to Amendment No. 1 to Stock Purchase Agreement]






IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Series A Convertible Preferred Stock Purchase Agreement.


Date: March 15, 2016


	
		
	Acre Venture Partners, L.P.

	By:
	/s/ Gareth Asten

	 
	Name: Gareth Asten

	 
	Title: Managing Partner






	
		
	Artis Ventures II, LP

	By:
	/s/ Robert Riemer

	 
	Name: Robert Riemer

	 
	Title: Chief Operating Officer of the General Partner, Artis Ventures Management II, L.P.






	
		
	BM Partners

	By:
	/s/ Phil Belling

	 
	Name: Phil Belling

	 
	Title: Partner








Date: March 14, 2016
	
		
	Glenhill Capital Advisors, LLC

	As Investment Manager for and on behalf of:

	Glenhill Capital Overseas Master Fund LP

	Glenhill Long Fund LP

	By:
	/s/ Glenn J. Krevlin

	 
	Name: Glenn J. Krevlin

	 
	Title: President and Chief Executive Officer




















[Signature Page to Amendment No. 1 to Stock Purchase Agreement]








	
		
	Glenn J. Krevlin, Trustee of the Glenn J. Krevlin Revocable Trust dated July 25, 2007

	By:
	/s/ Glenn J. Krevlin

	 
	Name: Glenn J. Krevlin

	 
	Title: Trustee






	
		
	Simon Algae Investors, LLC

	By:
	/s/ Stephen H. Simon

	 
	Name: Stephen H. Simon

	 
	Title: Manager






Individuals
	
		
	By:
	Alexander Bernstein

	 
	Name: Alexander Bernstein






	
		
	By: 
	Jack Davis



	 
	Name: Jack Davis






	
		
	Jane Tranen Leyrer UTMA

	By:
	/s/ David T. Leyrer

	 
	Name: David T. Leyrer

	 
	Title: Trustee






	
		
	Remy Tranen Leyrer UTMA

	By:
	/s/ David T. Leyrer

	 
	Name: David T. Leyrer

	 
	Title: Trustee






	
		
	Powerplant Ventures, L.P.

	By:
	/s/ Mark Rampolla

	 
	Name: Mark Rampolla

	 
	Title: Partner














[Signature Page to Amendment No. 1 to Stock Purchase Agreement]







	
		
	VMG Partners III, L.P.



	By: VMG Partners III GP, L.P., its general partner



	By: VMG Partners III GP, LLC, its general partner

	By:
	/s/ Michael L. Mauze

	 
	Name: Michael L. Mauze

	 
	Title: Managing Director

	 

	By:
	/s/ Kara M. Roell

	 
	Name: Kara M. Roell

	 
	Title: Managing Director








	
		
	VMG Partners Mentors Circle III, L.P.



	By: VMG Partners III GP, L.P., its general partner

	By: VMG Partners III GP, LLC, its general partner

	By:
	/s/ Michael L. Mauze

	 
	Name: Michael L. Mauze

	 
	Title: Managing Director

	 

	By:
	/s/ Kara M. Roell

	 
	Name: Kara M. Roell

	 
	Title: Managing Director










[Signature Page to Amendment No. 1 to Stock Purchase Agreement]