WARRANT
AMENDMENT AND PLAN OF REORGANIZATION AGREEMENT


 


This
Warrant Amendment and Plan of Reorganization Agreement (this “Agreement”) is entered into at 3:00 P.M., New
York Time, on August 6, 2019, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”),
Ospraie Ag Science LLC (“Ospraie” or the “Majority Investor”) and Ardsley Partners Renewable
Energy Fund, L.P. (“Ardsley”) and Ivan Saval (Mr. Saval, together with Ospraie and Ardsley, the “Investors”
and each, an “Investor”). Defined terms not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Company and the Investors are parties to that certain securities purchase agreement (the “Purchase Agreement”),
dated as of December 15, 2017, pursuant to which the Company sold to the Investors an aggregate of 36,600,0000 shares (the “Shares”)
of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and warrants the “Outstanding
Warrants”) representing the right to acquire up to that number of shares of Common Stock (collectively, the “Warrant
Shares”) set forth opposite such Investor’s name in column (3) on the Schedule of Investors attached hereto as
Exhibit A (the “Schedule of Investors”);


 


WHEREAS,
the Outstanding Warrants are exercisable at each Investor’s election until December 31, 2020 (the “Expiration Date”)
at a purchase price of $1.00 per share;


 


WHEREAS,
the Company and the Investors desire to amend the Outstanding Warrants to (i) extend the Expiration Date to December 31, 2021
and (ii) to grant the Company the right to require each of the Investors to exercise up to all of their respective Outstanding
Warrants, in the amounts set forth opposite such Investor’s name in column (3) on the Schedule of Investors, prior to the
Expiration Date in exchange for the delivery of Warrant Shares and new warrants (the “New Warrants”) to purchase
shares of Common Stock (the “New Warrant Shares” and, together with the New Warrants, the “Securities”)
in substantially the form attached hereto as Exhibit B, with each New Warrant having a term expiring on January 1, 2023
and an exercise price of $1.75 per share;


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”),
pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as
defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable
state securities laws; and


 


WHEREAS,
the Parties intend for the amendments to the Outstanding Warrants contemplated pursuant to this Agreement to be treated as
a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and for this
Agreement to constitute a “plan of reorganization” for purposes of Section 368 and the regulations thereunder.


 



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NOW,
THEREFORE, in consideration of the premises, and for the consideration herein set forth the receipt of which is hereby acknowledged,
the parties hereby agree as follows:


 



AGREEMENT


 


	 	1.	Call
    Right. Section 1 of the Outstanding Warrants is hereby amended to provide that, subject to and upon the terms and conditions
    set forth in this Agreement, (i) the Expiration Date is extended to December 31, 2021 and (ii) until the earlier of (a) the
    Expiration Date or (b) the date that the Investors no longer hold any of the Outstanding Warrants, the Investors hereby grant
    to the Company the right (the “Call Right”) to require the Investors, on a pro rata basis, to exercise
    the Outstanding Warrants on the following terms:


 


	 	(a)	So
    long as closing price for the Common Stock on the Principal Market immediately prior to exercise of the Call Right is in excess
    of the Exercise Price (as defined in the Outstanding Warrants) then in effect, the Company may exercise the Call Right, from
    time to time, with respect to the Warrant Shares, with each Investor then required to exercise that number of shares equal
    to the percentage set forth opposite such Investor’s name in column (4) of the Schedule of Investors multiplied by the
    total number of Warrant Shares subject to the Company’s exercise of the Call Right. To exercise the Call Right pursuant
    to Section 1(a), the Company shall deliver to the Investors a written exercise notice (the “Exercise Notice”)
    that states (i) its election to exercise the Call Right, (ii) the total number of Warrant Shares under the Outstanding Warrants
    in respect of which the Call Right is being exercised (the “Called Shares”), (iii) the number of Warrant
    Shares each Investor must exercise with respect to the Outstanding Warrants, and (iv) the aggregate cash purchase price for
    each Investor’s Called Shares. The Investors shall be required to purchase the Called Shares within four (4) weeks of
    the delivery of the Exercise Notice.
	 	 	 
	 	(b)	Upon
    the Company’s receipt of the applicable purchase price for the Called Shares pursuant to Section 1(a), the Company shall
    deliver to the applicable Investor a New Warrant, in substantially the form attached hereto as Exhibit B, to purchase
    a number of New Warrant Shares equal to the number of Called Shares for such Investor, duly executed on behalf of the Company
    and registered in the Investor’s name.
	 	 	 
	 	(c)	Regardless
    of whether exercised pursuant to the Call Right or by action initiated by an Investor, the parties shall use their reasonable
    best efforts to agree upon an allocation of the purchase price between the Warrant Shares and New Warrants based on the relative
    fair market values thereof, taking into account the trading price of the Company’s stock on the date of exercise and
    using the Black-Scholes methodology for valuing the New Warrants. The parties shall follow any such agreed allocation consistently
    in all relevant tax reporting.


 


	 	2.	Termination
    of Call Right. The Call Right under this Agreement and the amended Outstanding Warrants shall terminate and no longer
    be of any force or effect as to the Investors on the earlier of:


 


	 	(a)	the
    Expiration Date; or
	 	 	 
	 	(b)	if
    there has been a Material Adverse Effect (as defined below) on the Company that has not been cured within thirty (30) days
    of the Investor’s delivery to the Company of written notice of such Material Adverse Effect, provided, however, that
    the Call Right shall in any event be suspended upon the occurrence of a Material Adverse Effect on the Company until such
    event has been cured.


 




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	 	3.	Representations,
    Warranties and Covenants of Company. The Company hereby represents and warrants to the Investors as follows as of the
    date hereof and the date of each exercise of the Call Right:


 


	 	(a)	Organization
    and Qualification. Each of the Company and each of its “Subsidiaries” (which for purposes of this Agreement
    means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity or similar
    interest) are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which
    they are formed, and have the requisite power and authorization to own their properties and to carry on their business as
    now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified
    as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the
    nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so
    qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement,
    “Material Adverse Effect” means (i) any material adverse effect on the business, properties, assets, liabilities,
    operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, individually
    or taken as a whole, (ii) any material adverse effect on the transactions contemplated hereby, or (iii) any material adverse
    effect on the authority or ability of the Company to perform any of its obligations or consummate the transactions contemplated
    hereby and thereby on a timely basis, in each case, taking into account the current state of Insolvency (as defined in the
    Purchase Agreement) of the Company; provided, that any failure to meet any internal or public projections, sales targets,
    forecasts, estimates or guidance for any period shall not be considered when determining whether a Material Adverse Effect
    has occurred (it being understood that the underlying circumstances, events or reasons giving rise to any such failure (to
    the extent not excluded by this definition) can be taken into account in determining whether a Material Adverse Effect has
    occurred).
	 	 	 
	 	(b)	Authorization;
    Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
    under this Agreement, the New Warrants and the Registration Rights Agreement, and each of the other agreements entered into
    by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction
    Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery
    of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions
    contemplated hereby and thereby, including, without limitation, the issuance of the New Warrants and the reservation for issuance
    and the issuance of the New Warrant Shares issuable upon exercise of the New Warrants, have been duly authorized by the Company’s
    Board of Directors (the “Board”), and (other than the filing with the SEC of one or more Registration Statements
    (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement,
    any filings pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and any other
    filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the
    Company, its Board or its stockholders, other than the approval of the Principal Market regarding the listing of the New Warrant
    Shares (the “Principal Market Approval”) and the filing of any document that may be required by the Principal
    Market. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company, and constitute,
    and any New Warrants, when issued by the Company in accordance with this Agreement will constitute, the legal, valid and binding
    obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability
    may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
    or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 




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	 	(c)	Issuance
    of Securities. The issuance of the New Warrants are duly authorized and, upon issuance in accordance with the terms of
    the Transaction Documents, shall be validly issued and free from all preemptive or similar rights (except for those which
    have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue
    thereof. As of the date hereof, a number of shares of Common Stock shall have been duly authorized and reserved for issuance
    which equals or exceeds the maximum number of New Warrant Shares issuable upon exercise of the New Warrants (without taking
    into account any limitations on the exercise of the New Warrants set forth therein). Upon exercise of the New Warrants in
    accordance with the terms of the New Warrants, the New Warrant Shares when issued will be validly issued, fully paid and nonassessable
    and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof,
    with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations
    and warranties of the Investors set forth in Section 4 of this Agreement, the offer and issuance by the Company of the Securities
    is exempt from registration under the 1933 Act.
	 	 	 
	 	(d)	No
    Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
    the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Warrants
    and reservation for issuance and issuance of the New Warrant Shares) will not (i) result in a violation of the Company’s
    Fifth Amended and Restated Certificate of Incorporation, as amended and as in effect on the date hereof or the Company’s
    bylaws, as amended and as in effect on the date hereof, or other organizational documents of the Company or any of its Subsidiaries,
    any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any
    of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
    would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation
    of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, except to the extent
    such conflict, default, termination, amendment, acceleration or cancellation would not reasonably be expected to have a Material
    Adverse Effect or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign,
    federal and state securities laws and regulations and the rules and regulations of the Principal Market and including all
    applicable foreign, federal, state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by
    which any property or asset of the Company or any of its Subsidiaries is bound or affected, except to the extent such violation
    would not reasonably be expected to have a Material Adverse Effect.
	 	 	 
	 	(e)	Consents.
    The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with
    (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration
    Rights Agreement, any filings pursuant to the 1934 Act and any other filings as may be required by any state securities agencies),
    any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute,
    deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance
    with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required
    to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof (or in the case
    of filings detailed above, will be made timely after the date hereof), and the Company is unaware of any facts or circumstances
    which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by
    the Transaction Documents. The Company is not in violation of the listing requirements of the Principal Market and has no
    knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock in the
    foreseeable future. Subject to receipt of the Principal Market Approval, the issuance by the Company of the Securities shall
    not have the effect of delisting or suspending the Common Stock from the Principal Market.


 




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	 	(f)	Acknowledgment
    Regarding the Investors’ Purchase of Securities. The Company acknowledges and agrees that each Investor is acting
    solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
    hereby and thereby. The Company further acknowledges that each Investor is not acting as a financial advisor or fiduciary
    of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
    contemplated hereby and thereby, and any advice given by the Investors or any of its representatives or agents in connection
    with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to each Investor’s
    purchase of the Securities. The Company further represents that the Company’s decision to enter into the Transaction
    Documents has been based solely on the independent evaluation by the Company and its representatives.
	 	 	 
	 	(g)	No
    General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor
    any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the
    meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the
    payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons
    engaged by the Investors or its investment advisor) relating to or arising out of the transactions contemplated hereby. The
    Company shall pay, and hold each of the Investors harmless against, any liability, loss or expense (including, without limitation,
    reasonable and documented attorney’s fees and out-of- pocket expenses) arising in connection with any such claim. Neither
    the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale
    of the Securities.
	 	 	 
	 	(h)	No
    Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting at the direction
    of any of the foregoing has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy
    any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933
    Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated
    with prior offerings under circumstances that would require approval of stockholders of the Company for such prior offerings
    by virtue of such integration for purposes of any applicable stockholder approval rules, including, without limitation, under
    the rules and regulations of the Principal Market.


 




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	 	(i)	SEC
    Documents; Financial Statements. Except as disclosed in its public filings, since November 10, 2015, the Company has timely
    filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the
    reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the date hereof and
    financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
    to as the “SEC Documents”) and all exhibits included therein. As of their respective filing dates, the
    SEC Documents complied in all material respects with the requirements of the 1934 Act applicable to the Company and the rules
    and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time
    they were filed with the SEC, 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 the light of the circumstances under which they
    were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC
    Documents complied as to form in all material respects with applicable accounting requirements and the published rules and
    regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally
    accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated
    in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they
    may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
    position of the Company and its Subsidiaries, on a consolidated basis, as of the dates thereof and the results of its operations
    and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year- end audit adjustments).
	 	 	 
	 	(j)	Eligibility
    for Registration. The Company is eligible to register the New Warrant Shares for resale by the Investors using Form S-3
    promulgated under the 1933 Act.
	 	 	 
	 	(k)	Disclosure.
    All disclosure provided to the Investors regarding the Company and its Subsidiaries, their businesses and the transactions
    contemplated hereby, excluding projections and similar forward-looking information, furnished by or on behalf of the Company
    or any of its Subsidiaries, does not contain, at the time such information was furnished by or on behalf of the Company or
    any of its Subsidiaries, any untrue statement of a material fact or omit to state any material fact necessary in order to
    make the statements made therein, in the light of the circumstances under which they were made, not misleading. Any projections,
    forecasts, estimates, budgets and the forward-looking information delivered to the Investors were prepared by the Company
    in good faith upon assumptions believed by the Company to be reasonable at the time made. All of the written information furnished
    after the date hereof by or on behalf of the Company or any of its Subsidiaries to the Investors pursuant to or in connection
    with this Agreement and the other Transaction Documents, taken as a whole, will not contain, at the time such information
    is furnished by or on behalf of the Company or any of its Subsidiaries, any untrue statement of a material fact or omit to
    state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which
    they are made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12)
    months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact
    or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
    light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information
    exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects,
    operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation,
    requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly
    announced or disclosed. The Company acknowledges and agrees that the each of the Investors does not make nor have any of the
    Investors made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
    set forth in Section 4.


 




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	 	(l)	Section
    16 Matters. Prior to the date hereof, the Company and the Board of Directors of the Company has adopted resolutions causing
    to be exempt under Rule 16b-3 promulgated under the 1934 Act grant of the Call Right to the Company and the receipt of Warrant
    Shares and the exercise of the Outstanding Warrants and the issuance of the New Warrants due to the exercise of the Call Right
    by the Company and the issuance of New Warrant Shares upon the exercise of the New Warrants by each Investor that is a director
    or director by deputization, a true, complete and correct copy of which is attached as Exhibit D.


 


	 	4.	Representations
    and Warranties of the Investors. Each of the Investors, severally and not jointly, hereby represents and warrants to the
    Company that:


 


	 	(a)	No
    Public Sale or Distribution. Upon exercise of the Call Right, such Investor is acquiring the New Warrants, and upon exercise
    of the New Warrants (other than pursuant to a Cashless Exercise (as defined in the New Warrants)) will acquire the New Warrant
    Shares issuable upon exercise of the New Warrants, for its own account and not with a view towards, or for resale in connection
    with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of
    1933, as amended (the “1933 Act”); provided, however, that by making the representations
    herein, each of the Investors does not agree to hold any of the Securities for any minimum or other specific term and reserves
    the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
    under the 1933 Act. Such Investors is acquiring the Securities hereunder in the ordinary course of its business. Such Investor
    does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
    As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture,
    a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or
    agency thereof.
	 	 	 
	 	(b)	Accredited
    Investor Status. Such Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
    D and is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments
    in securities presenting an investment decision like that involved in the purchase of the securities, including investments
    in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making
    an informed decision to enter this Agreement.
	 	 	 
	 	(c)	Reliance
    on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance on specific
    exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
    in part upon the truth and accuracy of, and each Investor’s compliance with, the representations, warranties, agreements,
    acknowledgments and understandings of each of the Investors set forth herein in order to determine the availability of such
    exemptions and the eligibility of each of the Investors to acquire the Securities.


 




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	 	(d)	Information.
    Such Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
    of the Company and materials relating to the offer and sale of the securities that have been requested by each of the Investors.
    Such Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
    nor any other due diligence investigations conducted by each Investor or its advisors, if any, or its representatives shall
    modify, amend or affect each Investor’s right to rely on the Company’s representations and warranties contained
    herein.
	 	 	 
	 	(e)	No
    Governmental Review. Such Investor understands that no United States federal or state agency or any other government or
    governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
    of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
	 	 	 
	 	(f)	Transfer
    or Resale. Such Investor understands that except as provided in the Registration Rights Agreement: (i) the Securities
    have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale,
    sold, assigned or transferred unless (A) subsequently registered thereunder, (B) each Investor shall have delivered to the
    Company an opinion of counsel, the form and substance of which shall be reasonably acceptable to the Company, to the effect
    that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from
    such registration under the 1933 Act, or (C) each Investor provides the Company with reasonable assurance (including, if requested
    by the Company, a customary representation letter reasonably acceptable to the Company) that such Securities can be sold,
    assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule thereto) (“Rule
    144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms
    of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller
    (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act)
    may require compliance with some other exemption under the 1933 Act or the rules and regulations of the U.S. Securities and
    Exchange Commission (the “SEC”) thereunder; and (iii) neither the Company nor any other Person is under
    any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and
    conditions of any exemption thereunder.
	 	 	 
	 	(g)	Legends.
    Such Investor understands that the book-entry or other instruments representing the New Warrants and, until such time as the
    resale of the New Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement,
    the book-entry representing the New Warrant Shares, except as set forth below, shall bear a restrictive legend in substantially
    the following form (and a stop-transfer order may be placed against transfer of such New Warrant Shares):


 


[NEITHER
THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY ARE EXERCISABLE HAVE BEEN] [THIS SECURITY
HAS NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED, INCLUDING RULE 144 UNDER SAID ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS OR BLUE SKY LAWS AND, IN CASE OF (II) OTHER THAN PURSUANT TO RULE 144, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. NOTWITHSTANDING THE FOREGOING, AFTER THE DATE THAT IS 180 DAYS FROM ISSUANCE, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 




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The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust
Company (“DTC”), if (i) such Securities are registered for resale under the 1933 Act (provided that the Company
may require the holder to deliver a representation statement agreeing and acknowledging that such Securities will either be sold
pursuant to the applicable prospectus or under Rule 144, that the holder will notify the Company of any other proposed transfer
or disposition of the shares, that the holder will comply with any applicable provisions of Section 16 under the 1934 Act and
Rule 144, and that the Company’s counsel may rely on such statements in issuing an opinion permitting the removal of applicable
legends or the issuance of New Warrant Shares without legends), (ii) in connection with a sale, assignment or other transfer,
such holder provides the Company with an opinion of counsel, the form and substance of which shall be reasonably acceptable to
the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the
applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance (including, if requested
by the Company, a customary representation letter reasonably acceptable to the Company) that the Securities can be sold, assigned
or transferred pursuant to Rule 144. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated
with such issuance. If the Company shall fail for any reason or for no reason to issue to the holder of the Securities on or before
the earlier of (x) two (2) Trading Days (as defined in the New Warrants) and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined below), in each case, after the occurrence of any of (i) through (iii) above (the initial date of
such occurrence, the “Legend Removal Date”), a certificate without such legend to such holder or to issue such
Securities to such holder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Day
the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the holder of such Securities that the holder anticipated receiving without legend from the Company (a “Buy-In”),
then the Company shall, within three (3) Trading Days after the holder’s request and in the holder’s discretion, either
(i) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation
to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended
Securities as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the
product of (A) such number of shares of Common Stock, times (B) the Closing Sale Price (as defined in the New Warrants) of the
Common Stock on the applicable Legend Removal Date or on the date the Company makes the applicable cash payment, whichever is
higher. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. As
used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading
Days, on the Company’s primary Eligible Market (as defined in the New Warrants) with respect to the Common Stock as in effect
on the applicable date of determination.


 




    	9



    	 



    

 


	 	(h)	Organization;
    Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
    of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by
    this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
	 	 	 
	 	(i)	Validity;
    Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and
    delivered on behalf of such Investor and shall constitute the legal, valid and binding obligations of such Investor enforceable
    against such Investor in accordance with their respective terms, except as such enforceability may be limited by general principles
    of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
    to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
	 	 	 
	 	(j)	No
    Conflicts. The execution, delivery and performance by such Investor of this Agreement and the Registration Rights Agreement
    and the consummation by each Investor of the transactions contemplated hereby and thereby will not (i) result in a violation
    of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with notice
    or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
    or cancellation of, any agreement, indenture or instrument to which such Investor is a party, or (iii) result in a violation
    of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Investor,
    except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually
    or in the aggregate, reasonably be expected to have a material adverse effect on the ability of each Investor to perform its
    obligations hereunder or consummate the transactions contemplated hereby and thereby on a timely basis.
	 	 	 
	 	(k)	Ownership.
    Such Investor is the lawful owner of the Outstanding Warrants representing the right to purchase the number of Warrant Shares
    set forth opposite such Investor’s name in column (3) on the Schedule of Investors and all rights and benefits incident
    to the ownership thereof, free and clear of any liens, claims or encumbrances.


 


	 	5.	Miscellaneous
    Provisions.


 


	 	(a)	Amendment;
    Modification. This Agreement may not be amended, modified or waived without the written agreement of each party hereto.
	 	 	 
	 	(b)	Waiver.
    The parties hereto may (i) extend the time for performance of any of the obligations or other acts of the other parties
    hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties hereto contained herein or
    in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of the other parties hereto
    or satisfaction of any of the conditions to such party’s obligations contained herein. Any agreement on the part of
    a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf
    of such party. The failure of a party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.


 




    	10



    	 



    

 


	 	(c)	Entire
    Agreement. This Agreement, together with the Original Warrants, the Registration Rights Agreement and any New Warrants
    issued hereunder, contains the entire understanding between and among the parties and supersedes any prior understandings
    and agreements among them respecting the subject matter of this Agreement.
	 	 	 
	 	(d)	Governing
    Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of
    this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
    or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
    of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive
    jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of
    any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
    irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
    to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the
    venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
    consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
    for such 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 manner
    permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
    THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
    HEREBY.
	 	 	 
	 	(e)	Headings.
    The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of,
    this Agreement.
	 	 	 
	 	(f)	Severability.
    If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court
    of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
    to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision
    shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues
    to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
    nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
    or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon
    the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
    with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
    provision(s).


 




    	11



    	 



    

 


	 	(g)	Counterparts.
    This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
    and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
    that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with
    the same force and effect as if the signature were an original, not a facsimile or .pdf signature.
	 	 	 
	 	(h)	Notices.
    Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
    or any of the other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon receipt,
    when delivered personally; (ii) upon delivery, when sent by facsimile (provided confirmation of transmission is mechanically
    or electronically generated and kept on file by the sending party); (iii) upon delivery, when sent by electronic mail (provided
    that the sending party does not receive an automated rejection notice); or (iv) one Business Day after deposit with an
    overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers
    and e-mail addresses for such communications shall be:


 


If
to the Company:


 


Marrone
Bio Innovations, Inc.


1540 Drew Avenue


Davis,
CA 95618


Telephone:
530-302-8289


Facsimile:
530-302-0189


Attention:
Linda V. Moore, General Counsel


E-mail:
lmoore@marronebio.com


 


With
a copy (for informational purposes only) to:


 


Morrison
& Foerster LLP


425
Market Street


San
Francisco, CA 94105


Telephone:
415-258-6213


Facsimile:
415-276-7201


Attention:
Alfredo B. D. Silva, Esq.


Email:
ASilva@mofo.com


 


If
to an Investor, to its address, facsimile number and e-mail address set forth on the Schedule of Investor, or to such other address,
facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


[Signature
Pages Follow]


 




    	12



    	 



    

 


IN
WITNESS WHE REOF, the parties hereto have caused this Warrant Amendment and Plan of Reorganization Agreement to be duly executed
and delivered as of the date first above written.


 


	 	MARRONE
    BIO INNOVATIONS, INC.
	 	 	 
	 	By:	/s/
    James Boyd
	 	Name:
    	James
    Boyd
	 	Title:	Managing
    Member
	 	 	 
	 	OSPRAIE
    AG SCIENCE LLC
	 	 	 
	 	By:	/s/
    Dwight Anderson 
	 	Name:	Dwight
    Anderson
	 	Title:	Managing
    Member
	 	 	 
	 	ARDSLEY
    PARTNERS RENEWABLE ENERGY FUND, L.P.
	 	 	 
	 	By:	/s/
    Steve Napoli
	 	Name:
    	Steve
    Napoli
	 	Title:	Partner
	 	 	 
	 	/s/ Ivan Saval
	 	Ivan Saval


 




    	 



    	 



    

 


EXHIBIT
A


 


SCHEDULE
OF INVESTORS


 


	(1) Investor	 	(2) Investor Address and Facsimile Number	 	(3) Number of Warrant Shares	 	(4) Pro Rata Percentage of Draws	 
	Ospraie Ag Science LLC	 	c/o Ospraie Management LLC 
437 Madison Avenue, 28th Floor 
New York, NY 10022 
Attention: Dwight Anderson 
Telephone: 
Email: 	 	30,666,667	 	 	83.78871	%
	Ardsley Partners Renewable Energy Fund, L.P.	 	Ardsley Partners Renewable Energy Fund, L.P. 
262 Harbor Drive, 4th Floor 
Stamford, CT 06902 
Attention: Steve Napoli 
Facsimile: 
Telephone: 
Email: 	 	5,333,333	 	 	14.57195	%
	Ivan Saval	 	Ivan Saval 
 Telephone: 
Email: 	 	 
600,000
	 	 	1.63934	%
	Total	 	 	 	36,600,000	 	 	100	%



 




    	 



    	 



    

 


EXHIBIT
B


 


FORM
OF NEW WARRANT


 




    	 



    	 



    

 


NEITHER
THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED,
PLEDGED OR ASSIGNED ONLY (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, INCLUDING
RULE 144 UNDER SAID ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AND, IN CASE OF (II)
OTHER THAN PURSUANT TO RULE 144, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, AFTER
THE DATE THAT IS 180 DAYS FROM ISSUANCE, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


MARRONE
BIO INNOVATIONS, INC.


 


Warrant
to Purchase Common Stock


 


Warrant
No.: ____________


Number
of shares of Common Stock: ________________________


Date
of Issuance: August 6, 2019 (“Issuance Date”)


 


Marrone
Bio Innovations, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York
time, on the Expiration Date, (as defined below), [ ____________ ] fully paid nonassessable shares of Common Stock, subject to
adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms
in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement
hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants
to purchase Common Stock (the “Reorganization Warrants”) issued pursuant to the Warrant Amendment and Plan
of Reorganization Agreement (the “Warrant Reorganization Agreement”), dated August 6, 2019 (the “Subscription
Date”), by and between the Company, the Lead Investor, Ardsley Partners Renewable Energy Fund, L.P. and Ivan Saval.
Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in that certain Securities
Purchase Agreement, dated as of December 15, 2017, by and among the Company and the investors referred to therein (the “Securities
Purchase Agreement”).


 




    	 



    	 



    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at any time
or times on or after the date six months after the Issuance Date, in whole or in part, by delivery of a written notice, in the
form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date (as defined below), the
Holder shall either (A) pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer
of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant
is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). For the avoidance of doubt, the portion of this
Warrant corresponding to the number of shares referenced in an Exercise Notice shall be deemed exercised upon delivery by the
Holder of such Exercise Notice to the Company. The Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall
have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the
remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company
has received the Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation
of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”).
On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement
Period, in each case, following the date on which the Holder delivers the Exercise Notice to the Company, so long as the Holder
delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Trading Day immediately preceding
the earlier of clauses (i) and (ii) above (the “Share Delivery Date”) (provided that if the Aggregate Exercise
Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price
(or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of
Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the
DTC Fast Automated Securities Transfer Program, instruct the Transfer Agent to issue in book-entry form on the books and records
of the Transfer Agent, the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall
be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant
Shares via DTC, if any. Upon delivery of the Exercise Notice, 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 such
Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant
Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after
any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant,
but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and
all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof
are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any
setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary herein, except in the case
where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (if permitted), the Company’s failure
to deliver Warrant Shares to the Holder shall not be deemed to be a breach of this Warrant if the Company has not received the
Aggregate Exercise Price pursuant to the requirements of this Section 1(a).


 




    	- 2 -



    	 



    

 


(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.75 per share, subject to adjustment as
provided herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue
to the Holder on or prior to the Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, the number of shares of Common Stock to which the Holder is entitled, in book-entry form on the books
and records of the Transfer Agent, or if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program,
to credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise of this Warrant or (II) if the Registration Statement (as defined in the Registration Rights
Agreement) covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant
Shares”) is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in
no event later than as required pursuant to the Registration Rights Agreement, (x) so notify the Holder and (y) deliver the Warrant
Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit
/ Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice
Failure” and together with the event described in clause (I) above, an “Exercise Failure”), then,
in addition to all other remedies available to the Holder, (X) the Holder, upon written notice to the Company, may void its Exercise
Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised
pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’s obligations
to make any payments which have accrued prior to the date of such notice and (Y) if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares
of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and
other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at
which point the Company’s obligation to instruct the Transfer Agent to register such shares of Common Stock in book-entry
form (and to issue such shares of Common Stock) or credit the Holder’s balance account with DTC for such shares of Common
Stock shall terminate, or (ii) promptly honor its obligation to instruct the Transfer Agent to register such shares of Common
Stock in book-entry form or credit the Holder’s balance account with DTC, as applicable, and pay cash to the Holder in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B)
the Closing Sale Price of the Common Stock on the applicable Exercise Date or on the date the Company makes such payment, whichever
is higher. Nothing shall limit the 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 certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)
upon the exercise of this Warrant as required pursuant to the terms hereof.


 




    	- 3 -



    	 



    

 


(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if, beginning June 30, 2020, the Registration
Statement (as defined in the Registration Rights Agreement) covering the resale of the Unavailable Warrant Shares is not available
for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of
the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


D


 


For
purposes of the foregoing formula:


 


	 	A=	the total number of shares with respect to which this
Warrant is then being exercised.
	 	 	 
	 	B=	the arithmetic average of the Closing Sale Prices of
the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.
	 	 	 
	 	C=	the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.
	 	 	 
	 	D=	the Closing Sale Price of the Common Stock on the date
of the Exercise Notice.




 


For
purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, the Company hereby acknowledges and agrees
that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period
for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities
Purchase Agreement.


 




    	- 4 -



    	 



    

 


(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares
that are not disputed and resolve such dispute in accordance with Section 12.


 


(f)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of
this Warrant at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time
be necessary to effect the exercise of all of this Warrant then outstanding (the “Required Reserve Amount”
and the failure to have such sufficient number of authorized and unreserved shares of Common Stock, an “Authorized Share
Failure”), then the Company shall promptly take all action necessary to increase the Company’s authorized shares
of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts
to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors
to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized
Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares
of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that upon
any exercise of this Warrant, the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise,
then unless the Holder elects to void such attempted exercise, the Holder may require the Company to pay to the Holder within
three (3) Trading Days of the applicable exercise, cash in an amount equal to the product of (i) the quotient determined by dividing
(x) the number of Warrant Shares that the Company is unable to deliver pursuant to this Section 1(f), by (y) the total number
of Warrant Shares issuable upon exercise of this Warrant (without regard to any limitations or restrictions on exercise of this
Warrant) and (ii) the Black Scholes Value; provided, that (x) references to “the day immediately following the public announcement
of the applicable Fundamental Transaction” in the definition of “Black Scholes Value” shall instead refer to
“the date the Holder exercises this Warrant and the Company cannot deliver the required number of Warrant Shares because
of an Authorized Share Failure” and (y) clause (iii) of the definition of “Black Scholes Value” shall instead
refer to “the underlying price per share used in such calculation shall be the highest Weighted Average Price during the
period beginning on the date of the applicable date of exercise and the date that the Company makes the applicable cash payment.”


 




    	- 5 -



    	 



    

 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


 


(a)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Subscription Date, the Company issues
or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance
or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed
to have been issued or sold by the Company in connection with any Excluded Securities) for a consideration per share (the “New
Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect
immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then
immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the product
of (A) the Exercise Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1)
the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such Dilutive Issuance and
the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration,
if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Exercise Price
in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately
after such Dilutive Issuance. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall
be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option
for such price per share. For purposes of this Section 2(a)(i), the “lowest price per share for which one share of Common
Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less
any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such
Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise
of such Option. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance
of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance
of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.


 




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(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest
price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this
Section 2(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise
or exchange thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by
the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion,
exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one
share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such
Convertible Security. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance
of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to
be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price or number of Warrant Shares
shall be made by reason of such issue or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time,
the Exercise Price and the number of Warrant Shares in effect at the time of such increase or decrease shall be adjusted to the
Exercise Price and the number of Warrant Shares, which would have been in effect at such time had such Options or Convertible
Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion
rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(a)(iii), if the terms
of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner
described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or
decrease. No adjustment pursuant to this Section 2(a) shall be made if such adjustment would result in an increase of the Exercise
Price then in effect or a decrease in the number of Warrant Shares.


 




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(iv)
Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities
of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option
Value of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been
issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable
by the Company pursuant to the terms of such other securities of the Company, less (II) the Option Value. If any shares of Common
Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration
other than cash received therefor will be deemed to be the net amount received by the Company therefor. If any shares of Common
Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded
securities, in which case the amount of consideration received by the Company will be the Closing Sale Price of such publicly
traded securities on the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners
of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is
attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration
other than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. If such parties
are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation
Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th)
day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders.
The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses
of such appraiser shall be borne by the Company.


 


(v) Record
Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to
receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to
be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of
such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase,
as the case may be.


 


(vi)
No Readjustments. For the avoidance of doubt, in the event the Exercise Price has been adjusted pursuant to this Section
2(a) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after
the facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have
been in effect if such Dilutive Issuance had not occurred or been consummated.


 


(b)
Voluntary Adjustment By Company. Subject to the applicable listing standards of the Principal Market, the Company may at
any time during the term of this Warrant, with the prior written consent of the Required Holders, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 




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(c)
Adjustment Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


(d)
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors shall in good faith determine and implement an appropriate
adjustment in the Exercise Price and the number of Warrant Shares (if applicable), as mutually determined by the Company’s
Board of Directors and the Required Holders, so as to protect the rights of the Holder; provided that no such adjustment
pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined
pursuant to this Section 2.


 


(e)
Limitations. Notwithstanding anything herein to the contrary, in no event shall Section 2(a) or 2(b) cause the Exercise
Price to be reduced below $1.26 per share (as such minimum price maybe adjusted for stock splits, stock dividends, recapitalizations
and the like in a manner consistent with Sections 2(c) and 2(d)).


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. 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 (other than stock or securities in which an adjustment is being
made pursuant to Section 2(c)), property, options, evidence of indebtedness or any other assets by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall, upon the exercise of this Warrant,
in whole or in part, be entitled to receive such Distribution to the same extent that the Holder would have received if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant) 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. From the time of any Distribution until this Warrant is exercised or expires, the Company shall hold such
Distribution for the benefit of the Holder and distribute such Distribution to the Holder on the applicable Share Delivery Date
with respect to the portion of this Warrant being exercised.


 


4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant) 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.


 




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(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders
prior to such Fundamental Transaction, including agreements, if so requested by the Holder, to deliver to each holder of the Reorganization
Warrants in exchange for such Reorganization Warrants a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number
of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and reasonably satisfactory
to the Required Holders, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the
purpose of protecting the economic value of this Warrant immediately prior to the occurrence or consummation of such Fundamental
Transaction). Upon the occurrence or consummation of any Fundamental Transaction, and it shall be a required condition to the
occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly
and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally
succeed to, and be added to the term “Company” under this Warrant (so that from and after the date of such Fundamental
Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the
Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor
Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations
of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor
Entities, jointly and severally, had been named as the Company in this Warrant. Upon occurrence or consummation of the Fundamental
Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the
Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon
exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder
solely at its option, shares of Common Stock or shares of capital stock of the Successor Entity and/or Successor Entities (the
“Successor Capital Stock”) or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities,
cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares
of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights),
which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled
to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event
resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or
the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to
any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, (i) the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section
3(b) in writing to permit the Fundamental Transaction without redemption, similar repayment, “cash out” or assumption
of this Warrant (as applicable) and (ii) if holders of Common Stock are given any choice as to the securities, cash or other assets
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as the consideration it receives upon
any exercise of this Warrant following a Corporate Event. In addition to and not in substitution for any other rights hereunder,
prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are
entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate
Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor
Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that,
the Holder will thereafter have the right to receive upon exercise of this Warrant at any time after the occurrence or consummation
of the Corporate Event, shares of Common Stock or Successor Capital Stock or, if so elected by the Holder, in lieu of the shares
of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property) purchasable upon the exercise
of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under Sections 3 and 4(a), which shall
continue to be receivable on the shares of Common Stock or on the such shares of stock, securities, cash, assets or any other
property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common
Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the
record, eligibility or other determination date for the event resulting in such Corporate Event, had this Warrant been exercised
immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such
Corporate Event (without regard to any limitations on exercise of this Warrant). Provision made pursuant to the preceding sentence
shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly
and equally to successive Fundamental Transactions and Corporate Events. Notwithstanding, anything herein to the contrary, if
a Corporate Event occurs where the holders of shares of Common Stock receive cash and/or securities listed on an Eligible Market,
this Warrant shall no longer be exercisable for shares of Common Stock or Successor Capital Stock (but such items issuable under
Sections 4 and 4(a) shall continue to be receivable).


 




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(c)
Notwithstanding the foregoing, in the event of a Fundamental Transaction other than one in which a Successor Entity that is a
publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market assumes this Warrant such that the
Warrant shall be exercisable for the publicly traded Common Stock of such Successor Entity, at the request of the Holder delivered
before the ninetieth (90th) day after the occurrence or consummation of such Fundamental Transaction, the Company (or
the Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after
such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black Scholes
Value of the remaining unexercised portion of this Warrant on the date of such Fundamental Transaction.


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all of the provisions of this Warrant and take all action
as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as any of the Reorganization Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized
and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Reorganization Warrants, the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Reorganization Warrants then outstanding
(without regard to any limitations on exercise).


 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder
with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders; provided, that the Company shall not be required to provide the Holder with such
notices and other information to the extent such notices or other information is filed with the SEC pursuant to its Electronic
Data Gathering, Analysis and Retrieval (EDGAR) system.


 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 




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(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right
to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no Reorganization Warrants for fractional Warrant Shares shall be given.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with Section 5(h) of the Warrant Reorganization Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and
the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
promptly upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of
Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice
shall be definitive and may not be disputed or challenged by the Company.


 




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9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Required Holders.


 


10.
GOVERNING LAW; JURISDICTION; JURY TRIAL.
This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address
set forth in Section 5(h) of the Warrant Reorganization 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 manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit
or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the
Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling
in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


11.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and each other party to the Warrant
Reorganization Agreement and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are
for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.


 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic
mail within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant
Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder,
then the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of
the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
use its reasonable best efforts to cause at its expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from
the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 




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13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 


14.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company, except as may otherwise be required by Section 4(f) of the Warrant Reorganization Agreement and Section
11 of the Registration Rights Agreement.


 


15.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


16.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its Subsidiaries (as defined in the Warrant Reorganization Agreement), the Company shall within four
(4) Business Days after any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report
on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating
to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice,
and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do
not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 




    	- 14 -



    	 



    

 


17.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“1933 Act” means the Securities Act of 1933, as amended.


 


(b)
“1934 Act” means the Securities Exchange Act of 1934, as amended.


 


(c)
“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or
more intermediaries controls, is controlled by, or is under common control with, such Person.


 


(d)
“Approved Stock Plan” means any employee benefit plan which has been approved by the Board of Directors of
the Company, pursuant to which the Company’s securities may be issued to any employee, officer, director or consultant for
services provided to the Company.


 


(e)
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the
applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction
is consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to the greater
of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the day immediately following the public
announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date
the Fundamental Transaction is consummated, (iii) the underlying price per share used in such calculation shall be the (x) sum
of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in the
Fundamental Transaction or (y) if no cash or other consideration is being offered in the Fundamental Transaction, the highest
Weighted Average Price of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive
documentation relating to the applicable Fundamental Transaction and ending on (A) the Trading Day immediately following the public
announcement of such Fundamental Transaction, if the applicable Fundamental Transaction is publicly announced or (B) the Trading
Day immediately following the consummation of the applicable Fundamental Transaction if the applicable Fundamental Transaction
is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


(f)
“Bloomberg” means Bloomberg Financial Markets.


 


(g)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 




    	- 15 -



    	 



    

 


(h)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.).
If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable
calculation period.


 


(i)
“Common Stock” means (i) the Company’s Common Stock, par value $0.00001 per share, and (ii) any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of
such Common Stock.


 


(j)
“Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding
at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Sections 2(a)(i) and 2(a)(ii) hereof
regardless of whether the Options or Convertible Securities are actually exercisable at such time, but excluding any shares of
Common Stock owned or held by or for the account of the Company or issuable upon exercise of the Reorganization Warrants.


 


(k)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(l)
“Eligible Market” means the Principal Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ
Global Market or The New York Stock Exchange, Inc.


 


(m)
“Excluded Securities” means any Common Stock issued or issuable: (i) in connection with any Approved Stock
Plan, provided, that no more than 250,000 shares of Common Stock (as adjusted for any stock dividend, stock split,
stock combination, reclassification or similar transaction occurring after the Subscription Date) in the aggregate issued to
consultants (other than the Advisory Members (as defined in the Securities Purchase Agreement)) under all Approved Stock
Plans shall be deemed Excluded Securities, except as agreed in writing by the Lead Investor, or if the Lead Investor or any
of its Affiliates then no longer beneficially owns any shares, the Required Holders; (ii) upon exercise of the SPA Warrants
and the Reorganization Warrants; provided, that the terms of such SPA Warrants or Reorganization Warrants are not
amended, modified or changed on or after the Subscription Date, except in accordance with their terms; (iii) upon exercise of
any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided,
that the terms of such Options or Convertible Securities are not amended, modified or changed to increase the number of such
shares issuable thereunder or to decrease the exercise price, exchange price or conversion price of such securities or to
extend the term of such securities; or (iv) pursuant to acquisitions or strategic transactions (including issuances to
vendors, customers or other commercial or strategic partners or potential commercial or strategic partners) or credit
facilities approved by a majority of the disinterested directors of the Company.


 




    	- 16 -



    	 



    

 


(n)
“Expiration Date” means January 1, 2023.


 


(o)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at
least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as
if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock not held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held
by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to
effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares
of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment
of such instrument or transaction.


 




    	- 17 -



    	 



    

 


(p)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(q)
“Lead Investor” means Ospraie Ag Science LLC.


 


(r)
“Option Value” means the value of an Option based on the Black and Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of the
issuance of the applicable Option, if the issuance of such Option is publicly announced or (B) the Trading Day immediately
following the issuance of the applicable Option if the issuance of such Option is not publicly announced, for pricing
purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the
remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the
greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately
following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the
Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly
announced, (iii) the underlying price per share used in such calculation shall be the highest Weighted Average Price of the
Common Stock during the period beginning on the Trading Day prior to the execution of definitive documentation relating to
the issuance of the applicable Option and ending on (A) the Trading Day immediately following the public announcement of such
issuance, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of
the applicable Option if the issuance of such Option is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day
annualization factor.


 


(s)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(t)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common stock or common shares or equivalent equity security is quoted or listed on an Eligible Market (or, if
so elected by the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity,
such Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 




    	- 18 -



    	 



    

 


(u)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(v)
“Principal Market” means The NASDAQ Capital Market.


 


(w)
“Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription
Date by and between the Company, the Lead Investor, Ardsley Partners Renewable Energy Fund, L.P. and Ivan Saval.


 


(x)
“Required Holders” means the holders of shares of Common Stock issued and issuable under all Warrants issuable
pursuant to the Warrant Reorganization Agreement (without regard to any restriction or limitation on the exercise of the Warrants
contained therein) and shall include the Lead Investor so long as the Lead Investor and/or any of its affiliates hold the Lead
Investor Minimum Threshold.


 


(y)
“SEC” means the Securities and Exchange Commission.


 


(z)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Eligible Market with respect to the Common Stock as in effect on the date of delivery of the applicable
Exercise Notice.


 


(aa)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(bb)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(cc)
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


[Signature
Page Follows]


 




    	- 19 -



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above.


 


	 	MARRONE
    BIO INNOVATIONS, INC.
	 	 	 
	 	By:	 
	 	Name:	Pamela
    G. Marrone
	 	Title:	Chief
    Executive Officer


 




    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


 


MARRONE
BIO INNOVATIONS, INC.


 


The
undersigned holder hereby exercises the right to purchase _______________ shares of Common Stock (“Warrant Shares”)
of Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant
to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


_______________
a “Cash Exercise” with respect to _______________ Warrant Shares; and/or


 


_______________
a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $_______________ to the Company
in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms
of the Warrant.


 


Date:
_______________, ______


 


	 	 
	Name
    of Registered Holder	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company to issue the above
indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________________________,
___________ from the Company and acknowledged and agreed to by American Stock Transfer & Trust Company.


 


	 	MARRONE
    BIO INNOVATIONS, INC.
	 	 	 
	 	By:	 
	 	Name:	                  
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT
C


 


REGISTRATION
RIGHTS AGREEMENT


 




    	 



    	 



    

 


EXHIBIT
D


 


BOARD
RESOLUTIONS