Warrant to purchase shares of common stock issued to Michael Hartmann



 Exhibit 10.28 
 THIS WARRANT AND THE SECURITIES ISSUED UPON ITS 
 EXERCISE ARE SUBJECT TO
THE RESTRICTIONS ON  
         TRANSFER SET FORTH IN SECTION 5 OF THIS
WARRANT        
  

			
	 Warrant No. W1-2011-5
	  	 Number of shares of Common Stock: 17

(subject to adjustment)



 

	
	Date of Issuance: April 15, 2011
	
	 Original Issue Date (as defined in subsection
 2(a)(I)(B)): April 15, 2011


 BIOAMBER INC. 
 Shares of Common Stock Purchase Warrant 
 (Void after April, 15, 2021)

 BIOAMBER INC., a Delaware corporation (the “Company”), for value received, hereby certifies that Mike Hartmann, or
its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m.
(New York City time) on April 15, 2021, 225 shares of Common Stock (subject to adjustment as set forth herein), of the Company (the “Securities”), at a purchase price of US$369.14 per Security (subject to adjustment as set forth
herein). The Securities purchasable upon exercise of this Warrant, and the purchase price per Security, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Securities”
and the “Purchase Price,” respectively. 
 1. Exercise. 

(a) Exercise and Payment of Purchase Price. The Registered Holder may, at its option, elect to exercise this Warrant, in whole or
in part and at any time or from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such
other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Securities purchased upon such exercise. 

(b) Exercise Date. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Securities
shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Securities represented by such certificates. 

  








 (c) Issuance of Certificates. As soon as practicable after the exercise of this
Warrant in whole or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder
of any applicable transfer taxes) may direct: 
 (i) a certificate or certificates for the number of full Warrant Securities to
which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and 

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of Warrant Securities equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Securities for which this Warrant
was so exercised. 
 2. Adjustments. 
 (a) Adjustments to Purchase Price for Diluting Issues. 
 (i) Special
Definitions. For purposes of this Section 2, the following definitions shall apply: 
 (A) “Option”
shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Securities or Convertible Securities. 

(B) “Original Issue Date” shall mean the date on which this Warrant was first issued (or, if this Warrant was issued
upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued). 
 (C) “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Securities, but excluding
Options. 
 (D) “Additional Securities” shall mean all Securities issued (or, pursuant to
subsection 2(a)(iii) below, deemed to be issued) by the Company after the Original Issue Date, other than: 
  

	 	(I)	Securities issued or issuable upon conversion or exchange of any Convertible Securities or exercise of any Options outstanding on the Original Issue Date;



  
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	 	(II)	Securities issued or issuable by reason of a dividend, stock split, split-up or other distribution on Warrant Securities that is covered by subsection 2(b) or 2(c)
below; or 

  

	 	(III)	Securities (or Options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a
compensatory plan, agreement or arrangement approved by the Board. 

 (ii) No Adjustment of Purchase
Price. No adjustment to the Purchase Price shall be made as the result of the issuance of Additional Securities if the consideration per share (determined pursuant to subsection 2(a)(v)) for such Additional Securities issued or deemed to be
issued by the Company is equal to or greater than the Purchase Price in effect immediately prior to the issuance or deemed issuance of such Warrant Securities. 
 (iii) Deemed Issue of Additional Securities. 
 (A) If the Company at any
time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive
Securities which are specifically excepted from the definition of Additional Securities by subsection 2(a)(i)(D) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or
Convertible Securities, then the maximum number of Securities (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Securities issued as of the time of such issue or, in case such a record date shall have been
fixed, as of the close of business on such record date. 
 (B) If the terms of any Option or Convertible Security, the issuance
of which resulted in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for
either (1) any increase in the number of Securities issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise,
conversion or exchange, then, effective upon such increase or decrease becoming effective, the Purchase Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto)
shall be readjusted to such Purchase Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this
clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances
of Additional Securities between the original adjustment date and such readjustment date. 

  
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 (C) If the terms of any Option or Convertible Security (excluding Options or Convertible
Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Securities which are specifically excepted from the definition of Additional Securities by subsection 2(a)(i)(D) above), the issuance of
which did not result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below (either because the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of the Additional Securities subject
thereto was equal to or greater than the Purchase Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant the
provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase in the number of Securities issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or
(2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Warrant Securities subject thereto (determined in the manner provided in
subsection 2(a)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. 
 (D) No adjustment in the Purchase Price shall be made upon the issue of Securities or Convertible Securities upon the exercise of Options or the issue of Securities upon the conversion or exchange of
Convertible Securities. 
 (iv) Adjustment of Purchase Price Upon Issuance of Additional Securities. In the event the
Company shall at any time after the Original Issue Date issue Additional Securities (including Additional Securities deemed to be issued pursuant to subsection 2(a)(iii)), without consideration or for a consideration per share less than the
Purchase Price in effect immediately prior to such issue, then the Purchase Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Purchase Price by a fraction, (A) the
numerator of which shall be (1) the number of Securities outstanding immediately prior to such issue plus (2) the number of Securities which the aggregate consideration received or to be received by the Company for the total number of
Additional Securities so issued would purchase at such Purchase Price; and (B) the denominator of which shall be the number of Securities outstanding immediately prior to such issue plus the number of such Warrant Securities so issued;
provided that, (i) for the purpose of this subsection 2(a)(iv), all Securities issuable upon conversion or exchange of Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding, and
(ii) the number of Securities deemed issuable upon conversion or exchange of such outstanding Convertible Securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate
of such Convertible Securities resulting from the issuance of Additional Securities that is the subject of this calculation. 

(v) Determination of Consideration. For purposes of this subsection 2(a), the consideration received by the Company for the
issue of any Additional Securities shall be computed as follows: 
 (A) Cash and Property: Such consideration shall:

  

	 	(I)	insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest;



  
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	 	(II)	insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board;
and 

  

	 	(III)	in the event Additional Securities are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the
proportion of such consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the Board. 

 (B) Options and Convertible Securities. The consideration per share received by the Company for Additional Securities deemed to have been issued pursuant to subsection 2(a)(iii), relating to
Options and Convertible Securities, shall be determined by dividing 
  

	 	(I)	the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or
the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by


  

	 	(II)	the maximum number of Securities (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of
such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities. 


  
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 (vi) Multiple Closing Dates. In the event the Company shall issue on more than one
date Additional Securities which are comprised of shares of the same series or class of capital stock, and such issuance dates occur within a period of no more than 120 days, then, upon the final such issuance, the Purchase Price shall be readjusted
to give effect to all such issuances as if they occurred on the date of the final such issuance (and without giving effect to any adjustments as a result of such prior issuances within such period). 

(b) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Original Issue
Date effect a subdivision of the outstanding Securities, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date
combine the outstanding Securities, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective. 
 (c) Adjustment for Certain Dividends and Distributions. In the event the
Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Securities entitled to receive, a dividend or other distribution payable in Additional Securities,
then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record
date, by multiplying the Purchase Price then in effect by a fraction: 
 (A) the numerator of which shall be the total number
of Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and 
 (B) the denominator of which shall be the total number of Securities issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of
Securities issuable in payment of such dividend or distribution; 
 provided, however, that if such record date shall have been
fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price
shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. 
 (d)
Adjustment in Number of Warrant Securities. When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a), 2(b) or 2(c), the number of Warrant Securities purchasable upon the exercise of this Warrant shall
be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. 

  
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 (e) Adjustments for Other Dividends and Distributions. In the event the Company at
any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Securities entitled to receive, a dividend or other distribution payable in securities of the Company (other
than Securities) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so
that the Registered Holder shall receive upon exercise hereof, in addition to the number of Securities issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Registered Holder would have been entitled
to receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such
period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. 
 (f) Adjustment for Reorganization. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Securities are converted
into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(b), 2(c) or 2(e)) (collectively, a “Reorganization”), then, following such Reorganization, the Registered Holder shall receive
upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization.
Notwithstanding the foregoing sentence, if (x) there shall occur any Reorganization in which the Securities are converted into or exchanged for anything other than solely equity securities, and (y) the securities of the acquiring or
surviving company is publicly traded, then, as part of such Reorganization, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of securities of the acquiring or surviving company as is
determined by multiplying (A) the number of shares of securities subject to this Warrant immediately prior to such Reorganization by (B) a fraction, the numerator of which is the fair market value per share of securities as of the
effective date of such Reorganization, as determined in good faith by the Board, and the denominator of which is the fair market value per share of securities of the acquiring or surviving company as of the effective date of such transaction, as
determined in good faith by the Board, and (ii) the exercise price per share of securities of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case,
appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set
forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property
thereafter deliverable upon the exercise of this Warrant. 
 (g) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at


  
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any time of the Registered Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase
Price then in effect and (ii) the number of shares of Securities and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant. 

3. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but
shall pay the value thereof to the Registered Holder in cash on the basis of the fair market value per share of Warrant Securities, as determined in good faith by the Board. 
 4. Investment Representations. The initial Registered Holder represents and warrants to the Company as follows: 
 (a) Investment. It is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the Warrant Securities, for its own account for investment and not with a view to, or for
sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Registered Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or
commitment providing for the disposition thereof. 
 (b) Experience. The Registered Holder has made such inquiry
concerning the Company and its business and personnel as it has deemed appropriate; and the Registered Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in
the Company. 
 5. Transfers, etc. 
 (a) This Warrant and the Warrant Securities shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the
“Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly owned subsidiary of such entity, a transfer by a Registered Holder which is a
partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited
liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 5, or (ii) a transfer made in
accordance with Rule 144 under the Act. 
 (b) Each certificate representing Warrant Securities shall bear a legend
substantially in the following form: 
 “The securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are 

  
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registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” 

The foregoing legend shall be removed from the certificates representing any Warrant Securities, at the request of the holder thereof, at
such time as they become eligible for resale pursuant to Rule 144 under the Act. 
 (c) The Company will maintain a
register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. 

(d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such
other office or agency). 
 6. No Impairment. The Company will not, by amendment of its charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment. 

7. Notices of Record Date, etc. In the event: 
 (a) the Company shall take a record of the holders of its Securities (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them
to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or 

(b) of any capital reorganization of the Company, any reclassification of the Securities of the Company, any consolidation or merger of
the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Securities are not converted into or exchanged for any other securities or property), or any transfer of all or
substantially all of the assets of the Company; or 
 (c) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, 
 then, and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the
case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Securities (or such other stock or securities at the time deliverable upon the


  
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exercise of this Warrant) shall be entitled to exchange their shares of Securities (or such other stock or securities) for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice. 

8. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, such number of Securities and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 
 9. Exchange or Replacement of Warrants. 
 (a) Upon the surrender by the
Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company’s
expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Warrant Securities (or other securities, cash and/or property) then issuable upon exercise of this Warrant. 
 (b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of
like tenor. 
 10. Notices. 
 (a) All notices and other communications from the Company to the Registered Holder in connection herewith shall be sent to the address last furnished to the Company in writing by the Registered Holder.
All notices and other communications from the Registered Holder to the Company in connection herewith shall be sent to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office
to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such
notice. 
 (b) All notices and other communications provided for herein which are sent from and delivered within the United
States of America shall be mailed by certified or registered mail, return receipt requested, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. All such notices and other
communications shall be deemed delivered (i) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery. 

  
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 (c) All notices and other communications provided for herein which are sent or delivered
outside of the United State of America shall be mailed by certified or registered mail, return receipt requested, postage prepaid, or sent via reputable international express courier service. All such notices and other communications shall be deemed
delivered upon delivery to the recipient. 
 11. No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Securities by means of a stock dividend and the
Purchase Price of and the number of Warrant Securities are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the
record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Securities acquired upon such exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 
 12.
Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought. No waivers of any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 
 13. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

 14. Governing Law. This Warrant will be governed by and construed in accordance with the internal laws of the State of
Delaware (without reference to the conflicts of law provisions thereof). 
 15. Facsimile Signatures. This Warrant may be
executed and delivered by facsimile signature or as an attachment in “pdf” or similar format to an electronic mail message. 

  
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 EXECUTED as of the Date of Issuance indicated above. 

 

			
	BIOAMBER INC.
		
	By:	 	 /s/ Jean-François Huc

	Name:	 	Jean-François Huc
	Title:	 	President



  

[Warrant] 








 EXHIBIT I 
 PURCHASE FORM 
  

					
	To:                            
    	 		  	Dated:                          
                  

 The undersigned, pursuant to the provisions set forth in the attached Warrant (No. W1-2011-5),
hereby elects to purchase (check applicable box) 
          shares of
Common Stock of BIOAMBER INC. covered by such Warrant. 
 The undersigned herewith makes payment of the full purchase price
for such shares of Common Stock at the price per Security provided for in such Warrant. Such payment takes the form of (check applicable box or boxes)  
 $         in lawful money of the United States; and/or 
  ̈ 
  

			
	Signature:	 	  

		
	Address:	 	  

		
		 	  










 EXHIBIT II 
 ASSIGNMENT FORM 
 FOR VALUE RECEIVED,
                                        
hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No.     ) with respect to the number of securities of BIOAMBER INC. covered thereby set forth below, unto: 

 

					
	 Name of Assignee
	  	 Address
	  	No. of Securities
		  		  	
		  		  	
		  		  	

  

											
	Dated:	 	  
	 		 	Signature:	 	  

				
	Signature Guaranteed:	 		 		 	
					
	By:	 	  
	 		 		 	

 The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.