Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2020, by and among Marrone Bio Innovations,
Inc., a Delaware corporation, with headquarters located at 1540 Drew Avenue, Davis, CA 95618 (the “Company”),
and the Investors (as hereinafter defined).


 


WHEREAS:


 


A.
Pursuant to the Warrant Exchange Agreement (the “Warrant Exchange Agreement”) dated the date hereof, by and
among the Company, Ospraie Ag Science LLC (“Ospraie”), Ardsley Partners Renewable Energy Fund, L.P. (“Ardsley”),
National Securities Corporation (“NSC”), Ivan Saval (Mr. Saval, together with Ospraie, Ardsley and NSC, the
“OAI Investors” and each, an “OAI Investor”), Ivy Science & Technology Fund (“IS&T”)
and Ivy VIP Science & Technology (“Ivy VIP” and, together with IS&T, the “Waddell Investors”,
and the Waddell Investors, together with the OAI Investors, the “Investors”), the Company has agreed, upon
the terms and subject to the conditions of the Warrant Exchange Agreement, to issue and sell to each Investor warrants (the “Warrants”),
which will be exercisable to purchase shares of Common Stock (as exercised, collectively, the “Warrant Shares”)
in accordance with the terms of the Warrants.


 


B.
In connection with transactions described above, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”).


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Investors hereby agree as follows:


 


1.
Definitions.


 


	 	A.	Capitalized
    terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Warrant Exchange Agreement
    (or, if not defined herein or in the Warrant Exchange Agreement, the Securities Purchase Agreement, dated as of December 15,
    2017, by and among the Company and the Investors). As used in this Agreement, the following terms shall have the following
    meanings:


 


(a)
“Additional Effective Date” means the date the Additional Registration Statement is declared effective by the
SEC.


 


(b)
“Additional Effectiveness Deadline” means the date which is the earlier of (x) (i) the date which is one hundred
twenty (120) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth
(5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional
Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(c)
“Additional Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.


 


(d)
“Additional Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration
Statement, the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered
under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date
or the most recent Additional Effective Date, as applicable.


 


(e)
“Additional Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration
Statement, and (ii) any capital stock of the Company issued or issuable with respect to the Warrants, the Warrant Shares or the
Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitations on exercise of the Warrants; provided, that any such Additional Registrable
Securities shall cease to be Additional Registrable Securities to the extent: (i) a Registration Statement with respect to the
sale of such Additional Registrable Securities has become effective under the 1933 Act and such Additional Registrable Securities
have been disposed of pursuant to such Registration Statement; (ii) such Additional Registrable Securities are able to be sold
pursuant to Rule 144 without regard to the volume and manner of sale limitations contained thereunder and without the requirement
of the Company to comply with Rule 144(c)(1); (iii) such Additional Registrable Securities shall have been otherwise transferred
and no longer bear a legend restricting transfer under the 1933 Act, and may be resold without registration under the 1933 Act;
or (iv) such Additional Registrable Securities cease to be outstanding.


 




    	 	 	 



    	 



    

 


(f)
“Additional Registration Statement” means a registration statement or registration statements of the Company
filed under the 1933 Act covering the resale of any Additional Registrable Securities.


 


(g)
“Additional Required Registration Amount” means any Cutback Shares not previously included on a Registration
Statement, without regard to any limitations on the exercise of the Warrants.


 


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


 


(i)
“Cutback Shares” means any of the Initial Required Registration Amount or the Additional Required Registration
Amount of Registrable Securities not included in any Registration Statements previously declared effective hereunder as a result
of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the
SEC pursuant to Rule 415. The number of Cutback Shares shall be allocated pro rata among the Investors with each Investor entitled
to elect the portion of its Warrant Shares that are to be considered Cutback Shares.


 


(j)
“effective” and “effectiveness” refer to a Registration Statement that has been declared
effective by the SEC and is available for the resale of the Registrable Securities required to be covered thereby.


 


(k)
“Effective Date” means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)
“Effectiveness Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline,
as applicable.


 


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


 


(n)
“Filing Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(o)
“Initial Effective Date” means the date that the Initial Registration Statement has been declared effective
by the SEC.


 


(p)
“Initial Effectiveness Deadline” means March 31, 2021; provided, however, that that if the Initial Effectiveness
Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness Deadline shall
be extended to the next Business Day on which the SEC is open for business.


 


(q)
“Initial Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)
“Initial Filing Deadline” means December 31, 2020.


 


(s)
“Initial Registrable Securities” means the Warrant Shares issued or issuable upon exercise of the Warrants
and (iii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants, in each case
as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any
limitations on the exercise of the Warrants; provided, that any such Initial Registrable Securities shall cease to be Initial
Registrable Securities to the extent: (i) a Registration Statement with respect to the sale of such Initial Registrable Securities
has become effective under the 1933 Act and such Initial Registrable Securities have been disposed of pursuant to such Registration
Statement; (ii) such Initial Registrable Securities are able to be sold pursuant to Rule 144 without regard to the volume and
manner of sale limitations contained thereunder and without the requirement of the Company to comply with Rule 144(c)(1); (iii)
such Initial Registrable Securities shall have been otherwise transferred and no longer bear a legend restricting transfer under
the 1933 Act, and may be resold without registration under the 1933 Act; or (iv) such Initial Registrable Securities cease to
be outstanding.


 


(t)
“Initial Registration Statement” means a registration statement or registration statements of the Company filed
under the 1933 Act covering the resale of the Initial Registrable Securities.


 


(u)
“Initial Required Registration Amount” means the maximum number of Warrant Shares issued and issuable pursuant
to the Warrants, as of the Trading Day immediately preceding the applicable date of determination, without regard to any limitations
on the exercise of the Warrants.


 


(v)
“Investors” means the investors listed on the Schedule of Investors attached hereto and any other holder of
Registrable Securities that is a party to this Agreement or that succeeds to the rights hereunder in accordance with Section 9.


 




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


 


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


 


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


 


(z)
“register,” “registered,” and “registration” refer to a registration
effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant
to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(aa)
“Registrable Securities” means the Initial Registrable Securities and the Additional Registrable Securities;
provided, that any such Registrable Securities shall cease to be Registrable Securities to the extent: (i) a Registration
Statement with respect to the sale of such Registrable Securities has become effective under the 1933 Act and such Registrable
Securities have been disposed of pursuant to such Registration Statement; (ii) such Registrable Securities are able to be sold
pursuant to Rule 144 without regard to the volume and manner of sale limitations contained thereunder and without the Company’s
requirement to comply with Rule 144(c)(1); (iii) such Registrable Securities shall have been otherwise transferred and no longer
bear a legend restricting transfer under the 1933 Act, and may be resold without registration under the 1933 Act; or (iv) such
Registrable Securities cease to be outstanding.


 


(bb)
“Registration Statement” means the Initial Registration Statement and the Additional Registration Statement,
as applicable.


 


(cc)
“Required Holders” means the holders of at least a majority of the Registrable Securities and shall include
the Lead Investor so long as the Lead Investor or any of its Affiliates together maintain the Lead Investor Minimum Threshold
(as defined in the Warrants).


 


(dd)
“Required Registration Amount” means either the Initial Required Registration Amount or the Additional Required
Registration Amount, as applicable.


 


(ee)
“Rule 144” means Rule 144 (or any successor thereto) promulgated under the 1933 Act.


 


(ff)
“Rule 415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities
on a continuous or delayed basis.


 


(gg)
“SEC” means the United States Securities and Exchange Commission.


 


(hh)
“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).


 


2.
Registration.


 


(a)
Initial Mandatory Registration. The Company shall prepare, and, in no event later than the Initial Filing Deadline, file
with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities.
In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such
a registration on another appropriate form that the Company is then eligible to use, subject to the provisions of Section 2(e).
The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common
Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially
filed with the SEC. The Initial Registration Statement shall contain the “Selling Stockholders” and “Plan
of Distribution” sections in substantially the form attached hereto respectively as Exhibits B-1 and B-2. The
Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC no later
than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second Business Day following the Initial Effective
Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection
with sales pursuant to such Initial Registration Statement.


 




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(b)
Additional Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the
Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the
Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the
staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement,
the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration
Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount
has been registered with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such
other form as is available for such a registration on another appropriate form that the Company is then eligible to use, subject
to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at
least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such
Additional Registration Statement is initially filed with the SEC. Each Additional Registration Statement shall contain the “Selling
Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto respectively
as Exhibits B-1 and B-2. The Company shall use its reasonable best efforts to have each Additional Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30
a.m. New York time on the second Business Day following the Additional Effective Date, the Company shall file with the SEC in
accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional
Registration Statement.


 


(c)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement
and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors
based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial
number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In no event shall the Company
include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the
Required Holders.


 


(d)
Investors’ Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel
for the Investors to review any registration pursuant to this Section 2 (“Investors’ Counsel”), which
shall be designated by the Required Holders. The Company and Investors’ Counsel shall reasonably cooperate with each other
in performing the Company’s obligations under this Agreement.


 


(e)
Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable
Securities hereunder, the Company shall (i) use such other form as is available for such a registration on another appropriate
form that the Company is then eligible to use and (ii) use its reasonable best efforts to register the Registrable Securities
on Form S-3 as soon as practicable after the Company becomes eligible to use such form, provided that the Company shall use its
reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. Notwithstanding the foregoing,
the Company shall take all actions necessary to maintain its eligibility to register the Registrable Securities for resale by
the Investors on Form S-3.


 


3.
Related Obligations. At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to
Section 2(a), 2(b) or 2(e), the Company will use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a)
The Company shall use its reasonable best efforts to keep each Registration Statement effective pursuant to Rule 415 as long as
the securities covered thereby are Registrable Securities (the “Registration Period”). The Company shall ensure
that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to
make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.
The term “reasonable best efforts” shall mean, among other things, that the Company shall submit to the SEC, within
two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular Registration Statement
will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the
case may be, and (ii) the approval of Investors’ Counsel pursuant to Section 3(c) (which approval is immediately sought),
a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business
Days after the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration
Statement as soon as reasonably practicable, but in no event later than fifteen (15) days after the receipt of comments by or
notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.


 




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(b)
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities shall
have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed
pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form
10-Q, Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such
amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for
the Company to amend or supplement such Registration Statement.


 


(c)
The Company shall (A) permit Investors’ Counsel to review and comment upon (i) a Registration Statement at least four (4)
Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except
for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports)
within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment
or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any similar or successor reports) in a form to which Investors’ Counsel reasonably objects. The Company shall not submit
a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the
prior approval of Investors’ Counsel, which consent shall not be unreasonably withheld. The Company shall furnish to Investors’
Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives
relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the
prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate
with Investors’ Counsel in performing the Company’s obligations pursuant to this Section 3.


 


(d)
The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) if requested by an Investor, promptly after the same is prepared and filed with the SEC, at least one copy of such Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, such number of copies
of the prospectus included in such Registration Statement and all amendments and supplements thereto as such Investor may reasonably
request and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e)
The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Investors’
Counsel and each Investor of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)
The Company shall notify Investors’ Counsel and each Investor in writing of the happening of any event but in any event
on the same Trading Day as such event, as promptly as practicable after becoming aware of such event, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (provided that in no event shall notice contain any material, nonpublic information,
unless an Investor gives its prior written consent thereto), and, subject to Section 3(r), promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement
or amendment to Investors’ Counsel and each Investor as Investors’ Counsel or such Investor may reasonably request.
The Company shall also promptly notify Investors’ Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to Investors’ Counsel and each Investor by facsimile or
email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the second
Business Day following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance
with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 




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(g)
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, use its reasonable best efforts to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify Investors’ Counsel and each Investor who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation of any proceeding
for such purpose.


 


(h)
If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or
an Investor reasonably believes (based on the advice of Investors’ Counsel) that it could reasonably be deemed to be an
underwriter of Registrable Securities, at the reasonable request of such Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
addressed to such Investor, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to
such Investor.


 


(i)
If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or
an Investor reasonably believes (based on the advice of Investors’ Counsel) that it could reasonably be deemed to be an
underwriter of Registrable Securities, the Company shall make available for inspection by (i) such Investor and (ii) Investors’
Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the “Inspectors”),
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the
“Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers,
directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector
shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other
information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified,
unless (a) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this Agreement. Each Investor agrees that it shall,
upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality
agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities
in a manner which is otherwise consistent with applicable laws and regulations.


 


(j)
The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of
such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation
of this Agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


 




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(k)
The Company shall promptly use its reasonable best efforts to either (i) cause all of the Registrable Securities covered by a
Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the
Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange
or (ii) secure the inclusion for quotation of all of the Registrable Securities on the Principal Market or another Eligible Market
that is then the principal trading market on which the Common Stock is listed. The Company shall use its reasonable best efforts
to maintain the authorization for quotation of the Common Stock on the Principal Market or any other Eligible Market. Neither
the Company nor any of its Subsidiaries (as defined in Exhibit B to the Warrant Exchange Agreement) shall take any action which
would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company
shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).


 


(l)
The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)
If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering (to the extent such information relates to information relating to such Investor); and (ii) make all required
filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment.


 


(n)
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


(o)
The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of a Registration Statement.


 


(p)
The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.


 


(q)
Within two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as
Exhibit A.


 


(r)
Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of
material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion
of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to
the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the
Investors in writing of the existence of material, non- public information giving rise to a Grace Period (provided that in each
notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which
the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided
further, that no Grace Period shall exceed twenty (20) consecutive days and during any three hundred sixty five (365) day period
such Grace Periods shall not exceed an aggregate of sixty (60) days and the first day of any Grace Period must be at least five
(5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes
of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive
the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred
to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during
the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence
of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer
applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of an Investor in accordance with the terms of the Warrant Exchange Agreement in connection with
any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor’s
receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 




    	 	7	 



     


    

 


(s)
Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure
or filing with the SEC, the Principal Market or any Eligible Market and any Investor being deemed an underwriter by the SEC; provided,
however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution”
section attached hereto as Exhibit B-2 in the Registration Statement.


 


(t)
Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, without the prior written consent of the Required Holders, enter into any agreement with
respect to its securities, that conflict with or impair the registration rights granted to the Investors in this Agreement or
otherwise conflicts with the provisions hereof.


 


4.
Obligations of the Investors.


 


(a)
At least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of
such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to
effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.


 


(b)
Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor
has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.


 


(c)
Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of
the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice
that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent
to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Warrant Exchange
Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract
for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described
in Section 3(g) or the first sentence of Section 3(f) and for which the Investor has not yet settled.


 


(d)
Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.
Expenses of Registration. All expenses incident to the Company’s performance of or compliance with this Agreement
shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers fees,
fees and expenses of the Company’s independent auditors, and fees and expenses of counsel for the Company shall be paid
by the Company. The Company shall also be responsible for the reasonable fees and disbursements of Investors’ Counsel in
connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement, which amount shall be limited
to $15,000 for each such registration, filing or qualification; provided, however, that the Company shall not be required
to reimburse the Investors’ for fees and disbursements of Investors’ Counsel in accordance with the foregoing with
respect to more than three (3) such registrations. Notwithstanding the foregoing, in connection with any offerings pursuant to
a Registration Statement filed in accordance with this Agreement, each Investor shall pay (i) any underwriting fees, discounts
or commissions attributable to the sale of Registrable Securities by such Investor, (ii) any fees and expenses of brokers, advisors,
accountants or counsel to such Investor (other than as set forth in the immediately preceding sentence) and (iii) any applicable
transfer or similar taxes.


 




    	 	8	 



     


    

 


6.
Indemnification. In the event any Registrable Securities are included in a Registration Statement under this Agreement:


 


(a)
To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Investor, the directors, officers,
partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or
several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party
thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934
Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to
the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c),
the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person or by counsel to such Indemnified Person for such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto if such prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 


(b)
In connection with any Registration Statement in which an Investor is participating, each such Investor shall, severally and not
jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers
who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the
1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor or by counsel to such Investor expressly for
use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 




    	 	9	 



     


    

 


(c)
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel selected by the Indemnified Person or the Indemnified Party and reasonably acceptable to the
indemnifying party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right
to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified
Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified
Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party, as the case may be, and
the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal
counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest
of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified
Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action
or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as a term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of an unconditional release from all liability in respect to such Claim or litigation
and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend such action as a result of such failure or delay.


 


(d)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.
Contribution. If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified
party in respect of any Losses, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute
to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as appropriate to reflect
the relative fault of the indemnifying party, on the one hand, and indemnified party, on the other hand, which relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information supplied by such indemnified party or indemnifying
party, and such parties’ relative intent, knowledge, access to information and opportunity to correct or mitigate the damage
in respect of or prevent the untrue statement or omission giving rise to such indemnification obligation; provided, however, that:
(i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 


8.
Reports Under the 1934 Act. With a view to making available to the Investors the benefits of Rule 144, the Company agrees
that it will: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) without
limiting the generality of the foregoing clause (i), file with the SEC in a timely manner all reports and other documents required
of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (or, if the Company
is not required to file such reports, it will, upon the reasonable request of any Investor, make publicly available such necessary
information for so long as necessary to permit sales pursuant to Rule 144); and (iii) take all such actions necessary to maintain
its eligibility to sell such securities pursuant to Rule 144. Upon the request of an Investor, the Company will deliver to such
Investor a written statement as to whether it has complied with such requirements. The Company shall not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no
longer require or otherwise permit such termination.


 


9.
Assignment of Registration Rights. The rights of any Investor under this Agreement may be assigned by such Investor to
any transferee of all or any portion of such Investor’s Registrable Securities; provided, that: (i) the Investor agrees
in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within
a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished
with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect
to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the
further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the transferee
or assignee agrees in writing with the Company, in form and substance reasonably acceptable to the Company, to be bound by all
of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements
of the Warrant Exchange Agreement.


 




    	 	10	 



     


    

 


10.
Amendment of Registration Rights. Provisions of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Required Holders. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each
Investor and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of
the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered
to all of the parties to this Agreement.


 


11.
Miscellaneous.


 


(a)
This Agreement shall be effective as of the date hereof. This Agreement shall automatically terminate as to any Investor, at such
time when such Investor ceases to hold any Registrable Securities. This Agreement shall terminate automatically, and the Company
shall have no further obligations hereunder, at such time when no Investor holds Registrable Securities.


 


(b)
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable
Securities.


 


(c)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement 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 a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers 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 the Transfer Agent:
	 	 
	American
    Stock Transfer & Trust Company, LLC
	6201
    15th Avenue
	Brooklyn,
    NY 11219
	Telephone:	718-921-8337
	Facsimile:	718-765-8795
	Attention:	Craig
    Colosso, Relationship Manager
	E-mail:	ccolosso@amstock.com


 




    	 	11	 



     


    

 


If
to an Investor, to its address, facsimile number and/or email address set forth on the Schedule of Investors attached hereto,
with copies to such Investor’s representatives as set forth on the Schedule of Investors, or to such other address, facsimile
number and/or email address 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 transmission containing the time, date, recipient facsimile number or e-mail address and an image
of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 


(d)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.


 


(e)
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 HEREWITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(f)
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).


 


(g)
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement, the other
Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.


 


(h)
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.


 


(i)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(j)
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or electronic mail of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 




    	 	12	 



     


    

 


(k)
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(l)
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the Warrants held by Investors then outstanding
have been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(m)
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and
no rules of strict construction will be applied against any party.


 


(n)
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(o)
The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision
of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained
herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated herein.


 


*
* * * * *


 


[Signature
Page Follows]


 




    	 	13	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	MARRONE BIO INNOVATIONS, INC.
	 	 	 
	 	By:	/s/
    Linda V. Moore    
	 	Name:	Linda
    V. Moore
	 	Title:	EVP,
    General Counsel and Secretary


 




    	 	14	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	OSPRAIE AG SCIENCE LLC
	 	 	 
	 	By:	/s/
    Jason Mraz
	 	Name:	Jason
    Mraz
	 	Title:	Authorized
    Signatory


 




    	 	15	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	Ardsley Partners Renewable Energy Fund, L.P.
	 	 	 
	 	By:	/s/
    Steve Napoli
	 	Name:	Steve
    Napoli
	 	Title:	Partner
    / CFO


 




    	 	16	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	/s/
    Ivan Saval
	 	Ivan
    Saval


 




    	 	17	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	Ivy science & technology fund
	 	 	 
	 	By: Ivy Investment Management Company, its investment advisor,
	 	 	 
	 	By:
    	/s/
    Zachary H. Shafran
	 	Name:	Zachary
    H. Shafran          
	 	Title:	Senior
    Vice President


 




    	 	18	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	IVy VIP science & Technology
	 	 	 
	 	By: Ivy Investment Management Company, its investment advisor,
	 	 	 
	 	By:
    	/s/
    Zachary H. Shafran
	 	Name:	Zachary
    H. Shafran
	 	Title:	Senior
    Vice President


 




    	 	19	 



     


    

 


IN
WITNESS WHEREOF, each Investor and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	NATIONAL SECURITIES CORPORATION
	 	 	 
	 	By:	/s/
    Michael Mullen          
	 	Name:	Michael Mullen
	 	Title:	Chairman & CEO


 




    	 	20	 



     


    

 


SCHEDULE
OF INVESTORS


 


	Investor	 	Investor
    Address and Facsimile Number
	 	 	 
	Ospraie
    Ag Science LLC	 	c/o
        Ospraie Management LLC

        437
        Madison Avenue, 28th Floor

        New
        York, NY 10022

        Attention:
        Dwight Anderson

        Telephone:

        Email:

	 	 	 
	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:

	 	 	 
	National
    Securities Corporation	 	200
        Vesey Street, 25th Floor, New York, NY 10281

        Attention:
        Jonathan Rich, EVP – Head of Investment Banking

        Facsimile:

        Telephone:

	 	 	 
	Ivan
    Saval	 	Ivan
        Saval

         

         

        Telephone:

        Email:

	 	 	 
	Ivy
    Science & Technology Fund	 	Ivy
        Science & Technology Fund

        c/o
        Ivy Investment Management Company

        6300
        Lamar Avenue

        Overland
        Park, KS 66202

        Attn.:
        Zack Shafran, Senior Vice President

        Telephone:

        Email:

	 	 	 
	Ivy
    VIP Science & Technology	 	Ivy
        VIP Science & Technology

        c/o
        Ivy Investment Management Company

        6300
        Lamar Avenue

        Overland
        Park, KS 66202

        Attn.:
        Zack Shafran, Senior Vice President

        Telephone:

        Email:



 




    	 	21	 



     


    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Telephone:
718-921-8337


Facsimile:
718-765-8795


Attention:
Craig Colosso, Relationship Manager


E-mail:
ccolosso@amstock.com


 


Re:
Marrone Bio Innovations, Inc.


 


Ladies
and Gentlemen:


 


[We
are][I am] counsel to Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and have represented
the Company in connection with that certain Registration Rights Agreement, dated as of [____], 2019 (the “Registration
Rights Agreement”), entered into by and among the Company and the persons named therein (collectively, the “Holders”)
pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in
the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on ___________, 20__, the Company filed a Registration
Statement on Form S-3 (File No. 333-________________) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a
selling stockholder thereunder.


 


In
connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that
the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS] and to [our][my] knowledge, based on a review of the Stop Orders page of the
SEC’s website, there has not been issued any stop order suspending its effectiveness nor have there been any proceedings
for that purpose instituted nor are any such proceedings pending before or threatened by, the SEC and the Registrable Securities
are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This
letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant
to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance
of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated
______________, 20__.


 


	 	Very truly yours,
	 	 	 
	 	[ISSUER’S COUNSEL]
	 	 	 
	 	By:
    	                


 


CC:
[LIST NAMES OF HOLDERS]


 




    	 	22	 



     


    

 


EXHIBIT
B-1


 


SELLING
STOCKHOLDERS


 


The
common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable
to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares
of common stock and warrants, see “Private Placement of Warrants” above. We are registering the shares of common stock
in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the
shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past
three years.


 


The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock
by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling
stockholder, based on its ownership of the shares of common stock and warrants, as of _______________, 20__, assuming exercise
of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling stockholders.


 


In
accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the
resale of at least the sum of (i) the maximum number of shares of common stock issued and (ii) the maximum number of shares of
common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full
as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of
the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration
right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all
of the shares offered by the selling stockholders pursuant to this prospectus.


 




    	 	23	 



     


    

 


	Name
    of Selling Stockholder	 	Number
    of shares of Common Stock Owned Prior to Offering	 	Maximum
    Number of shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number
    of shares of Common Stock Owned After Offering
	Ospraie
        Ag Science LLC

        Ardsley
        Partners Renewable Energy Fund, L.P.

        Ivan
        Saval

        Ivy
        Science & Technology Fund

        Waddell
        & Reed Advisors Science & Technology Fund

        Ivy
        VIP Science & Technology
	 	 	 	 	 	 


 




    	 	24	 



     


    

 


Exhibit
B-2


 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of common stock previously issued and upon exercise of the warrants to permit the resale of these shares
of common stock by the holders thereof and holders of the shares of common stock warrants from time to time after the date of
this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The
selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	●	in
    the over-the-counter market;
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the- counter market;
	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	●	privately
    negotiated transactions;
	 	●	short
    sales;
	 	●	sales
    pursuant to Rule 144;
	 	●	broker-dealers
    may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
	 	●	a
    combination of any such methods of sale; and
	 	●	any
    other method permitted pursuant to applicable law.


 


If
the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also
sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.


 


The
selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders
to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling
stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 




    	 	25	 



     


    

 


The
selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.


 


Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 


There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated
to be $___________in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting
discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities
under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled
to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in
this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.







 






    	 	26