EX-10.15



 Exhibit 10.15 
  

			
		  	SECURITY AGREEMENT
	WELLS FARGO	  	SPECIFIC RIGHTS TO PAYMENT

 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned PFENEX INC., or any of them (“Debtor”),
hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) a security interest in the following accounts, deposit accounts, chattel paper (whether electronic or tangible), instruments, promissory notes, documents,
general intangibles, payment intangibles, software, letter of credit rights, health-care insurance receivables and other rights to payment (collectively called “Collateral”): 

All funds, including both principal and Interest, deposited to Wells Fargo Bank, National Association Money Market Account #*, opened on 03/21/12,
In the initial amount of $1,500,000.00. 
 and all renewals thereof, including all securities, guaranties, warranties, indemnity agreements, insurance
policies, supporting obligations and other agreements pertaining to the same or the property described therein, together with whatever is receivable or received when any of the Collateral or proceeds thereof are sold, collected, exchanged or
otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, and all rights to payment
with respect to any claim or cause of action affecting or relating to any of the foregoing (hereinafter called “Proceeds”). 
 2. OBLIGATIONS
SECURED. The obligations secured hereby are the payment and performance of: (a) all present and future Indebtedness of Debtor to Bank; (b) all obligations of Debtor and rights of Bank under this Agreement; and (c) all present and
future obligations of Debtor to Bank of other kinds. The word “Indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Debtor, or any of them, heretofore, now or
hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign
exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and whether Debtor may be liable individually or jointly, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable. 

3. TERMINATION. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, including without limitation, the payment of all
Indebtedness of Debtor to Bank, and the termination of all commitments of Bank to extend credit to Debtor, existing at the time Bank receives written notice from Debtor of the termination of this Agreement. 

4. OBLIGATIONS OF BANK. Bank has no obligation to make any loans hereunder. Any money received by Bank in respect of the Collateral may be deposited, at
Bank’s option, into a non-interest bearing account over which Debtor shall have no control, and the same shall, for all purposes, be deemed Collateral hereunder. 

5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Bank that: (a) Debtor’s legal name is exactly as set forth on the first page of
this Agreement, and all of Debtor’s organizational documents or agreements delivered to Bank are complete and accurate in every respect; (b) Debtor is the owner and has possession or control of the Collateral and Proceeds; (c) Debtor
has the exclusive right to grant a security interest in the Collateral and Proceeds; (d) all Collateral and Proceeds are genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or
character, except the lien created hereby or as otherwise agreed to by Bank, or heretofore disclosed by Debtor to Bank, in writing; (e) all statements contained herein and, where applicable, in the Collateral are true and complete in all
material respects; (f) no financing statement covering any of the Collateral or Proceeds, and naming any secured party other than Bank, is on file in any public office; (g) all persons appearing to be obligated on Collateral and Proceeds
have authority and capacity to contract and are bound as they appear to be; (h) all property subject to chattel paper has been properly registered and filed in 







 
compliance with law and to perfect the interest of Debtor in such property; and (i) all Collateral and Proceeds comply with all applicable laws concerning form, content and manner of
preparation and execution, including where applicable Federal Reserve Regulation Z and any State consumer credit laws. 
 6. COVENANTS OF DEBTOR, 

6.1 Debtor Agrees in general: (a) to pay Indebtedness secured hereby when due; (b) to indemnify Bank against all losses, claims, demands,
liabilities and expenses of every kind caused by property subject hereto; (c) to permit Bank to exercise its powers; (d) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests
contemplated hereby; (e) riot to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof;
(f) not to change the places where Debtor keeps any Collateral or Debtor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Debtor is moving same; and (g) to cooperate
with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights
hereunder. 
 6.2 Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (a) that Bank is authorized to
file financing statements in the name of Debtor to perfect Bank’s security interest in Collateral and Proceeds; (b) where applicable, to insure the Collateral with Bank named as loss payee, in form, substance and amounts, under agreements,
against risks and liabilities, and with insurance companies satisfactory to Bank; (c) not to permit any security interest in or lien on the Collateral or Proceeds, except in favor of Bank; (d) not to sell, hypothecate or otherwise dispose
of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (e) to keep, in accordance with generally accepted
accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (f) if requested by Bank, to receive and use reasonable diligence
to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank;
(g) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (h) in the event Bank elects to receive payments of Collateral or Proceeds hereunder, to pay all expenses incurred by Bank in connection
therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; and (i) to provide any service and do any other acts
which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims. 
 7. POWERS OF BANK. Debtor
appoints Bank its true attorney-in-fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Bank’s officers and employees, or
any of them, if an Event of Default exists: (a) to perform any obligation of Debtor hereunder in Debtor’s name or otherwise; (b) to give notice to account debtors or others of Bank’s rights in the Collateral and Proceeds, to
enforce or forebear from enforcing the same and make extension or modification agreements with respect thereto; (c) to release persons liable on Collateral or Proceeds and to give receipts and acquittances and compromise disputes in connection
therewith; (d) to release or substitute security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation
statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Bank’s interest in the Collateral and Proceeds; (g) to receive, open and read mail addressed to
Debtor; (h) to take cash, instruments for the payment of money and other property to which Bank is entitled; (i) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a
fictitious name; (j) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and
to collect and receive payment of and endorse any 

  
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instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Bank, at Bank’s sole option, toward repayment of the
Indebtedness; (I) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; (m) to make withdrawals from and to close deposit accounts or other
accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the Indebtedness; (n) to preserve or release the interest evidenced by chattel paper to which
Bank is entitled hereunder and to endorse and deliver any evidence of title incidental thereto; and (o) to do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Bank as necessary, proper and convenient
in connection with the preservation, perfection or enforcement of its rights hereunder. Notwithstanding the foregoing, Bank may exercise the powers described in the following above-listed subdivisions of this paragraph 7, regardless of whether an
Event of Default exists: (b) as it relates to giving notice of Bank’s rights; (f); and (h) as it relates to the preservation or perfection of Bank’s rights hereunder; provided however that nothing herein is Intended to prevent
Bank from exercising powers granted to it by Debtor under any other loan document, agreement relating to the Securities Account or other agreement with Debtor. 

8. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees to pay, prior to delinquency, all insurance premiums, taxes, charges, liens and
assessments against the Collateral and Proceeds, and upon the failure of Debtor to do so, Bank at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Any such
payments made by Bank shall be obligations of Debtor to Bank, due and payable immediately upon demand, together with interest at a rate determined in accordance with the provisions of this Agreement, and shall be secured by the Collateral and
Proceeds, subject to all terms and conditions of this Agreement. 
 9. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an
“Event of Default” under this Agreement: (a) any defined event of default under any contract or instrument evidencing any Indebtedness secured hereby, including without limitation any loan agreement relating to or executed in
connection with any Indebtedness secured hereby; (b) any default in the payment or performance of any obligation under any control, custodial or other similar agreement in effect among Bank, Debtor and intermediary relating to the Collateral,
and such default is not cured within any cure period applicable thereto; (c) any representation or warranty made by Debtor herein shall prove to be incorrect, false or misleading in any material respect when made; (d) Debtor shall fail to
observe or perform any obligation or agreement contained herein and such failure is not cured within any cure period applicable thereto; and (e) any impairment of the rights of Bank in any Collateral or Proceeds, or any attachment or like levy
on any Collateral or Proceeds, and such impairment, attachment or levy is not cured within any cure period applicable thereto. 
 10. REMEDIES. Upon the
occurrence of any Event of Default (which is not cured within any applicable cure period), Bank shall have the right to declare immediately due and payable all or any Indebtedness secured hereby and to terminate any commitments to make loans or
otherwise extend credit to Debtor. Bank shall have all other rights, powers, privileges and remedies granted to a secured party upon default under the California Uniform Commercial Code or otherwise provided by law, including without limitation, the
right (a) to contact all persons obligated to Debtor on any Collateral or Proceeds and to instruct such persons to deliver all Collateral and/or Proceeds directly to Bank, and (b) to sell, lease, license or otherwise dispose of any or all
Collateral. All rights, powers, privileges and remedies of Bank shall be cumulative. No delay, failure or discontinuance of Bank in exercising any right, power, privilege or remedy hereunder shall affect or operate as a waiver of such right, power,
privilege or remedy; nor shall any single or partial exercise of any such right, power, privilege or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. Any
waiver, permit, consent or approval of any kind by Bank of any default hereunder, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. It is agreed that public
or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences In the prices
generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions, 

  
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While an Event of Default exists: (a) Debtor will deliver to Bank from time to time, as requested by Bank, current lists of all Collateral and Proceeds; (b) Debtor will not dispose of
any Collateral or Proceeds except on terms approved by Bank; (c) Bank may, at any time and at Bank’s sole option, liquidate any time deposits pledged to Bank hereunder and apply the Proceeds thereof to payment of the indebtedness, whether
or not said time deposits have matured and notwithstanding the fact that such liquidation may give rise to penalties for early withdrawal of funds; and (d) at Bank’s request, Debtor will assemble and deliver all Collateral and Proceeds,
and books and records pertaining thereto, to Bank at a reasonably convenient place designated by Bank. Debtor further agrees that Bank shall have no obligation to process or prepare any Collateral for sale or other disposition. 

11. DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may disclaim all warranties of title,
possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable
attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may
transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers
of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred Bank shall retain all rights, powers, privileges and remedies herein given. 

12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments by Bank to extend credit to Debtor have been terminated,
the power of sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time irrespective of the fact that the
indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured
hereunder. 
 13. MISCELLANEOUS. When there is more than one Debtor named herein: (a) the word “Debtor” shall mean all or any one or more of
them as the context requires; (b) the obligations of each Debtor hereunder are joint and several; and (c) until all Indebtedness shall have been paid in full, no Debtor shall have any right of subrogation or contribution, and each Debtor
hereby waives any benefit of or right to participate in any of the Collateral or Proceeds or any other security now or hereafter held by Bank. Debtor hereby waives any right to require Bank to (I) proceed against Debtor or any other person,
(ii) marshal assets or proceed against or exhaust any security from Debtor or any other person, (iii) perform any obligation of Debtor with respect to any Collateral or Proceeds, and (d) make any presentment or demand, or give any
notice of nonpayment or nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any Collateral or Proceeds. Debtor further waives any right to direct the application of payments or security for any
Indebtedness of Debtor or indebtedness of customers of Debtor. 
 14. NOTICES. All notices, requests and demands required under this Agreement must be in
writing, addressed to Bank at the address specified in any other loan documents entered into between Debtor and Bank and to Debtor at the address of its chief executive office (or principal residence, if applicable) specified below or to such other
address as any party may designate by written notice to each other party, and shall be deemed to have been given or made as follows: (a) if personally delivered, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt
or 3 days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt. 
 15. COSTS, EXPENSES AND
ATTORNEYS’ FEES. Debtor shall pay to Bank within twenty (20) days of written demand by Bank (which demand shall include a reasonably detailed summary of the amounts which are the subject thereof) the full amount of all reasonable payments,
advances, charges, costs and expenses, including reasonable attorneys’ fees (excluding allocated costs of Bank’s in-house counsel), expended or 

  
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incurred by Bank in connection with (a) the perfection and preservation of the Collateral or Bank’s interest therein, and (b) the realization, enforcement and exercise of any
right, power, privilege or remedy conferred by this Agreement, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding
(including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Debtor or in any way affecting any of the Collateral or Bank’s ability to exercise any of its rights or
remedies with respect thereto. All of the foregoing shall be paid by Debtor with interest from the date of demand until paid in full at a rate per annum equal to Bank’s Prime Rate in effect from time to time. Notwithstanding anything herein to
the contrary, the prevailing party in any action to enforce this Agreement shall be entitled to recover from the non-prevailing party in such action all reasonable costs and expenses, including without limitation reasonable attorneys’ fees,
expended or incurred by the prevailing party in such action. 
 16. SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties, and may be amended or modified only in writing signed by Bank and Debtor. 

17. OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Agreement as Debtor hereby expressly agrees that recourse may be had against his or her
separate property for all his or her Indebtedness to Bank secured by the Collateral and Proceeds under this Agreement. 
 18. SEVERABILITY OF PROVISIONS. If
any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any
remaining provisions of this Agreement. 
 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of
California. 
 Debtor warrants that Debtor is an organization registered under the laws of Delaware. 

Debtor warrants that its chief executive office (or principal residence, if applicable) is located at the following address: 10790 Roselle Street, San
Diego, CA 92121 
 IN WITNESS WHEREOF, this Agreement has been duly executed as of May 1, 2012. 

 

			
	PFENEX INC.
		
	By:	 	 /s/ Bertrand Liang

		
	Title:	 	 CEO



  
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	WELLS FARGO	  	DISBURSEMENT ORDER

  

			
	DATE:	  	May 1, 2012
		
	OFFICE:	  	San Diego Reg Comml Bkg Ofc, 401 B Street, Suite #2201, San Diego, CA 92101

 WELLS FARGO BANK, NATIONAL ASSOCIATION, is hereby authorized to pay the proceeds of the credit accommodation to the
undersigned granted in the principal amount of $1,500,000.00 to the order of: 
  

									
		  				  			
	 DDA
	  	 	Total:	  	  	$	 N/A	  
		  				  	  
	  
	 
			
	 Account Number:
	  	 	Amount:	  	  	$	         	  
	 Account Name:
	  				  			
			
	 Account Number:
	  	 	Amount:	  	  	$	         	  
	 Account Name:
	  				  			
			
		  				  			
	 WIRE
	  	 	Total:	  	  	$	 N/A	  
		  				  	  
	  
	 
			
	 Destination Bank
	  				  			
	 ABA Number:
	  	 	Amount:	  	  	$	         	  
	 Bank Name:
	  				  			
	 Bank Address:
	  				  			


									
	 Bank City:
	  	Bank State:	  	Bank Zip:	  		  	
	 Beneficiary/Customer Account Name:
	  		  		  	
	 Beneficiary/Customer Account Number:
	  		  		  	
	 Remitter’s Text:
	  	  

		  	  

		  	  



 

									
		  				  			
	 FEES
	  	 	Total:	  	  	$	 N/A	  
		  				  	  
	  
	 
			
	 Fee:
	  	 	Amount:	  	  	$	        	  
			
	 Fee:
	  	 	Amount:	  	  	$	        	  

  








															
		  		  		  		  				  			
	 CASHIER’S CHECK
	  		  		  		  	 	Total:	  	  	$	 N/A	  
		  		  		  		  				  	  
	  
	 
			
	 Payable To:
	  	 	Amount:	  	  	$	        	  
						
	 Send To:
	  	 Name:
	  		  		  				  			
						
		  	 Address:
	  		  		  				  			
						
		  	 City:
	  	State:	  	Zip:	  				  			
						
		  		  		  		  				  			
	 OTHER
	  		  		  		  	 	Total:	  	  	$	 N/A	  
		  		  		  		  				  	  
	  
	 
			
	 Type:
	  	 	Amount:	  	  	$	        	  
			
	 Type:
	  	 	Amount:	  	  	$	        	  

  

			
	PFENEX INC.
		
	By:	 	 /s/ Betrand Liang

		 	Betrand Liang, Chief Executive Officer


  
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