Exhibit 4.17


 





AMYRIS, INC.


 


AMENDMENT NO. 6 TO
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


This Amendment No. 6 to the Amended and
Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of July 26,
2015, by and among Amyris, Inc., a Delaware corporation (the “Company”), the Investors and the Common
Holders.


 


RECITALS


 


WHEREAS, the Company,
the Investors and the Common Holders are parties to that certain Amended and Restated Investors’ Rights Agreement dated June
21, 2010 (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined
herein have the meanings ascribed to them in the Rights Agreement.


 


WHEREAS, the Company,
certain Investors and certain Common Holders are parties to that certain Amendment No. 1 to Amended and Restated Investors’
Rights Agreement, dated as of February 23, 2012 (“Amendment No. 1”), pursuant to which the Rights Agreement
was amended and certain parties were added thereto.


 


WHEREAS, the Company,
certain Investors and certain Common Holders are parties to that certain Amendment No. 2 to Amended and Restated Investors’
Rights Agreement, dated as of December 24, 2012 (“Amendment No. 2”), pursuant to which the Rights Agreement
was amended and certain parties were added thereto.


 


WHEREAS, the Company,
certain Investors and certain Common Holders are parties to that certain Amendment No. 3 to Amended and Restated Investors’
Rights Agreement, dated as of March 27, 2013 (“Amendment No. 3”), pursuant to which the Rights Agreement
was amended and certain parties were added thereto.


 


WHEREAS, the Company,
certain Investors and certain Common Holders are parties to that certain Amendment No. 4 to Amended and Restated Investors’
Rights Agreement, dated as of October 16, 2013 (“Amendment No. 4”), pursuant to which the Rights Agreement
was amended and certain parties were added thereto.


 


WHEREAS, the Company,
certain Investors and certain Common Holders are parties to that certain Amendment No. 5 to Amended and Restated Investors’
Rights Agreement, dated as of December 24, 2013 (“Amendment No. 5”), pursuant to which the Rights Agreement
was amended and certain parties were added thereto.


 


WHEREAS, the Company,
the Investors and the Common Holders desire to make certain additional amendments to the Rights Agreement.


 


WHEREAS, pursuant to
Section 3.7 of the Rights Agreement, the Rights Agreement may be amended with the written consent of the (i) Company and (ii) the
holders of a majority of the Registrable Securities currently outstanding (together, the “Requisite Majority”).


 


WHEREAS, the undersigned parties constitute
the Requisite Majority.




 



    	 



    	 



    




NOW, THEREFORE, the parties hereby
agree as follows:


 


1.                 
AMENDMENT OF SECTION 1.1(c) OF THE RIGHTS AGREEMENT. Section 1.1(c) of the Rights Agreement shall be deleted
in its entirety and replaced with the following:


 


“The
term “Holder” means (i) any Investor having purchased more than 5% of the Preferred Stock sold by the Company,
(ii) except with respect to Sections 1.2, 1.12, 1.13 and Section 2 hereof, the Common Holders owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with Section 1.13 hereof, (iii) each “Purchaser”
as such term is defined in that certain Securities Purchase Agreement dated as of February 22, 2012 by and among the Company and
the purchasers identified therein (each, a “February 2012 Purchaser”), (iv) each “Purchaser” as
such term is defined in that certain Securities Purchase Agreement dated December 24, 2012 by and among the Company and purchasers
identified therein (each, a “December 2012 Purchaser”), (v) each “Purchaser” as such term is defined
in that certain Securities Purchase Agreement dated March 27, 2013 by and among the Company and purchasers identified therein (each,
a “March 2013 Purchaser”), (vi) each “Purchaser” as such term is defined in that certain Securities
Purchase Agreement dated August 8, 2013, as amended by Amendment No. 1 to Securities Purchase Agreement dated as of October 16,
2013 (such agreement as amended by Amendment No. 1 to Securities Purchase Agreement the “August/October 2013 Purchase
Agreement”) by and among the Company and purchasers identified therein (each, an “August/October 2013 Note Purchaser”),
(vii) the holder of that certain warrant to purchase shares of Common Stock of the Company issued pursuant to Section 6.1(l) of
the August/October 2013 Purchase Agreement (the “Temasek Warrant”), (viii) each “Purchaser” as such
term is defined in that certain Amendment No. 2 to Securities Purchase Agreement dated December 23, 2013 (the “December
2013 Purchase Agreement Amendment”) by and among the Company and purchasers identified therein (each, a “December
2013 Note Purchaser”), (ix) each “Investor” as such term is defined in that certain Exchange Agreement
dated July 26, 2015, as the same may be amended from time to time (the “July 2015 Exchange Agreement”), by and
among the Company and purchasers identified therein (each, a “July 2015 Investor”), (x) each holder of any warrants
issued pursuant to the July 2015 Exchange Agreement, (xi) each “Purchaser” as such term is defined in that certain
Securities Purchase Agreement dated July 24, 2015, as the same may be amended from time to time (the “July 2015 Purchase
Agreement”), by and among the Company and purchasers identified therein (each, a “July 2015 Purchaser”),
and (xii) each holder of any warrants issued pursuant to the July 2015 Purchase Agreement.”


 


2.                 
AMENDMENT OF SECTION 1.1(f) OF THE RIGHTS AGREEMENT. Section 1.1(f) of the Rights Agreement shall be deleted
in its entirety and replaced with the following:


 


“ The
term “Registrable Securities” means: (i) any Common Stock issued or issuable upon conversion of the Preferred
Stock of the Company, (ii) other than with respect to Sections 1.2, 1.12, 1.13 and Section 2 hereof, any Common
Stock of the Company held by the Common Holders, (iii) the Common Shares, as defined in that certain Stock Transfer Agreement,
dated December 24, 2009, by and among the Company, certain holders of the Company’s Preferred Stock and certain holders of
the Company’s




 






    	 



    	 



    

Common Stock,
(iv) shares of Common Stock issued pursuant to that certain Securities Purchase Agreement dated as of February 22, 2012 by
and among the Company and the February 2012 Purchasers, (v) shares of Common Stock issued pursuant to that certain Securities Purchase
Agreement dated December 24, 2012 by and among the Company and the December 2012 Purchasers, (vi) shares of Common Stock issued
pursuant to that certain Securities Purchase Agreement dated March 27, 2013 by and among the Company and the March 2013 Purchasers,
(vii) Common Stock issued or issuable upon conversion of the convertible promissory notes issued to the August/October 2013 Note
Purchasers pursuant to the August/October 2013 Purchase Agreement, (viii) Common Stock issued or issuable upon conversion of the
Temasek Warrant (ix) Common Stock issued or issuable upon conversion of the convertible promissory notes issued to the December
2013 Note Purchasers pursuant to the December 2013 Purchase Agreement, (x) shares of Common Stock issued pursuant to the July 2015
Exchange Agreement, (xi) shares of Common Stock issued upon exercise of any of the warrants issued pursuant to the July 2015
Exchange Agreement, (xii) shares of Common Stock issued pursuant to the July 2015 Purchase Agreement, (xiii) shares of Common
Stock issued upon exercise of any of the warrants issued pursuant to the July 2015 Purchase Agreement and (xiv) any Common Stock
of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as)
a dividend or other distribution with respect to, or in exchange for, or in replacement of, the securities set forth in subsections
(i) through (xiii) above, excluding, however, any Registrable Securities which (A) have previously been registered or which have
been sold to the public either pursuant to a registration statement or Rule 144, (B) which have been sold in a private transaction
in which the transferor’s rights under this Agreement are not assigned, or (C) held by a Holder (together with its affiliates)
if, as reflected on the Company’s list of stockholders, such Holder (together with its affiliates) holds less than 1% of
the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an as converted basis).”


 


3.                 
ADDITION OF PARTIES TO RIGHTS AGREEMENT. Effective upon the execution of this Amendment, each July 2015 Purchaser
who is not already a party to the Rights Agreement as an “Investor” shall become a party to the Rights Agreement as
an “Investor”, and in connection therewith they shall each execute a counterpart signature page to the Rights Agreement
in substantially the form attached hereto as Exhibit A. 


 


4.                 
Full Force and Effect. Except as expressly modified by this
Amendment, the terms of the Rights Agreement shall remain in full force and effect.


 


5.                 
Governing Law. This Amendment shall be governed by and construed
under the internal laws of the State of California as applied to agreements among California residents entered into and to be performed
entirely within California, without reference to principles of conflict of laws or choice of laws.


 


6.                 
Integration. This
Amendment and the Rights Agreement and the documents referred to herein and therein and the exhibits and schedules thereto, constitute
the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior understandings
and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.




 






    	 



    	 



    

7.                 
Counterparts; Facsimile. This Amendment may be executed in
two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. This Amendment may be executed and delivered by facsimile, or by email in portable document format (.pdf) and
delivery of the signature page by such method will be deemed to have the same effect as if the original signature had been delivered
to the other parties.


 


[Remainder
of Page Intentionally Left Blank]


 


 


 


 


 


 


 






    	 



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


  


 


	 	COMPANY:	 
	 	 	 	 
	 	AMYRIS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John Melo	 
	 	 	John Melo, Chief Executive Officer	 



 



 


 


 


 


 


 


 


 


 






    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


 





 


	INVESTORS:	 	 	 	 
	 	 	 	 	 	 
	NAXYRIS S.A.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	/s/ Jacques Reckinger	 	By: 	/s/
Christoph Piel	 
	Name: 	Jacques RECKINGER

	 	Name:
	Christoph PIEL	 
	Title: 	Director	 	Title: 	Director	 



 









 


 


 


 


 


 


 


 





 






    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


 





 








	INVESTORS:	 
	 	 	 
	KPCB HOLDINGS, INC., AS NOMINEE	 
	 	 	 
	 	 	 
	By: 	/s/ Paul M. Vronsky	 
	Name: 	Paul M. Vronsky	 
	Title: 	General Counsel	 



 


 


 


 


 


 


 


 


 


 






    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


 


 


	INVESTORS:	 
	 	 	 
	FORIS VENTURES, LLC	 
	 	 	 
	 	 	 
	By: 	 /s/ Barbara Hager	 
	Name: 	Barbara Hager	 
	Title: 	 Manager	 



 


 


 


 


 


 


 


 


 


 






    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


 


 



	INVESTORS:	 
	 	 	 
	BIOLDING INVESTMENT SA	 
	 	 	 
	 	 	 
	By: 	 /s/ Jean-Paul C. Soulié	 
	Name: 	Jean-Paul C. Soulié	 
	Title: 	[Illegible]	 



 


 


 


 


 


 


 


 


 


 



    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


 


 



	INVESTORS:	 
	 	 	 
	Total Energies Nouvelles ActivitÉs USA 
	(f.k.a. Total Gas & Power USA, SAS)
	 	 	 
	 	 	 
	By: 	 /s/ Bernard Clement	 
	Name: 	 Bernard Clement	 
	Title: 	 President	 



 


 


 


 


 


 


 


 


 


 



    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


 


 



	INVESTORS:	 
	 	 	 
	MAXWELL (MAURITIUS) PTE LTD	 
	 	 	 
	 	 	 
	By: 	 /s/ Poy Weng Chuen	 
	Name: 	Poy Weng Chuen	 
	Title: 	Director	 



 


 


 


 


 


 


 


 


 


 


    	[SIGNATURE PAGE TO AMENDMENT NO. 6 TO AMYRIS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]



    	 



    

EXHIBIT A


 


Counterpart Signature
Page


 


 


 






    	 



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


 



	INVESTORS:	 
	 	 	 
	NOMIS BAY LTD.	 
	 	 	 
	 	 	 
	By: 	/s/ ILLEGIBLE	 
	Name: 	 	 
	Title: 	 	 



 


 


 


 


 


 


 


 


 


 



    	[SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT]



    	 



    




 








IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


 



	INVESTORS:	 
	 	 	 
	CONNECTIVE CAPITAL I MASTER FUND, LTD
	 	 	 
	 	 	 
	By: 	/s/ Robert Romero	 
	Name: 	Robert Romero	 
	Title: 	Director	 



 


 


 






	CONNECTIVE CAPITAL EMERGING ENERGY QP, LP
	 	 	 
	 	 
	By: 	/s/ Robert Romero	 
	Name: 	Robert Romero	 
	Title: 	Managing Member	 



 


 


 


 


 


 


 


 


 


 


 


 


 



[SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT]