Exhibit 10.42


 


 





THIRD AMENDMENT


TO THE LEASE AGREEMENT
AND OTHER ARRANGEMENTS


 


Under this agreement, and in the best
form of law,


 


SÃO MARTINHO S.A., company
with registered office in the city of Pradópolis, State of São Paulo, at Fazenda São Martinho, CEP
014850-000, registered with the Taxpayers’ Registry of the Ministry of Finance under no. CNPJ/MF 51.466.860/0001-56, herein
represented under the terms in its By-Laws, hereinafter referred to as “LESSOR”, or “São Martinho”;


 


SMA INDÚSTRIA QUÍMICA
LTDA., limited liability company with registered office in the city of Pradópolis,
State of São Paulo, at Fazenda São Martinho, CEP 014850-000, registered with the Taxpayers’ Registry of the
Ministry of Finance under no. CNPJ/MF 12.065.083/0001-86, herein represented under the terms in its By-Laws, hereinafter referred
to as “LESSEE”, or, “SMA Indústria”


 


And, as Intervening Parties and Guarantors:


 


AMYRIS BRASIL LTDA., limited
liability company, with registered office at Rua James Clerk Maxwell, 315, Techno Park, in the city of Campinas, State of
São Paulo, Brazil, registered with the Taxpayers’ Registry of the Ministry of Finance under no. CNPJ/MF 09.397.224/0001-20,
herein represented under the terms in its By-Laws (hereinafter referred to as “Amyris Brasil”);


 


AMYRIS INC., company
duly incorporated and existing under the laws of the State of Delaware, United States of America, with registered office at 5885
Hollis Street, Suite 100, Emeryville, State of California, United States of America, herein represented under the terms in its
By-Laws (hereinafter referred to as “ABI” and jointly with Amyris Brasil “Amyris”).


 


(Lessor and Lessee hereinafter referred jointly
as “Parties” or, separately as “Party”).


 


Whereas:


 


(i)  
São Martinho and Amyris have amended the Share Purchase and Sale Agreement (“SPA”) executed on 8/31/2015
on this date to set forth a new term for the transfer of assets; and


 


(ii)  
Under the terms in the SPA, the Parties and Amyris agreed upon altering the term of the lease of the Property to December
31, 2017, as result of Amyris obligation to transfer the assets of SMA Indústria to a different location upon termination
of that term,


 


The Parties agree, and under the terms
of current laws, upon executing the Third Amendment to the Lease Agreement and Other Arrangements (“Third Amendment”),
under the following terms and conditions:


 


1.   
The Parties choose to amend the term of the Agreement agreed upon in the Second Amendment to December 31, 2017.


 


1.1.            
The Parties agree that the LESSEE may be entitled to terminate the Agreement early should the transfer of Assets
be concluded before December 31, 2017, with no penalties.


 


1.1.1.         
In case of early termination of the Agreement by the LESSEE, under the terms in clause 1.1 above, the LESSEE shall
remain responsible for rents and ordinary expenses (like power, water, taxes, telephone, etc.) until acceptance of the keys by
the LESSOR.


 


1.2.            For
avoidance of doubts, the Property is to be delivered by the LESSEE to the LESSOR free of any people and goods, under
perfect use conditions, except for regular wear and tear.


 


 


 


 



    1


    


    




 


2.    
The
LESSEE and Amyris hereby agree upon arranging the removal of all the machinery, equipment, and other assets from the Property
prior to the termination of the new term of this agreement.


 


2.1.            
If, after December 31, 2017, the LESSOR finds that the Property is not fully free
of goods and people, the LESSOR may, at its sole discretion, adopt all measures needed to complete vacate the Property,
disposing materials, equipment and/or other assets that are located in the Property as deemed to be appropriate and charging from
the LESSEE all costs and expenses required for such disposal, without prejudice to the terms in item 3 below.


 


3.                 
Should the LESSEE delay the delivery of the Property free of assets
or people, the LESSEE shall pay to the LESSOR a fine of R$ 1,500.00 (one thousand and five hundred reais) per late
day, without prejudice of appropriate legal measures to safeguard the rights of the LESSOR and the amounts corresponding
to the lease and ordinary expenses of the Property that are still due by the LESSEE.


 


4.    
Amyris Brasil and ABI hereby represent to be aware and agree upon the terms and conditions of the Lease Agreement and the
first amendment, as well as with all obligations set forth hereunder and in the Lease Agreement and the first amendment, being
jointly responsible with the LESSEE.


 


5.    
All other terms in the Agreement and the First and Second Amendments that have not been expressly amended by this Third Amendment
and that are not in conflict with the terms hereunder shall remain unchanged, and shall be part of the amended agreement, for
all legal purposes.


 


In witness whereof, the Parties sign this
Agreement in four (4) counterparts of equal tenor and form, before two witnesses, to produce all legal effects.


 


São Paulo, September 1, 2016


 


LESSOR:


 


	 	[Signature]	 	[Signature]	 
	 	[illegible]	SÃO MARTINHO S.A.	[illegible]	 









 


LESSEE:


 





	 	/s/ Eduardo Loosli	 	/s/ Erica Baumgarten	 
	 	Eduardo	SMA INDÚSTRIA QUÍMICA S.A.	Erica B.	 










 


INTERVENING PARTIES:


 


	 	/s/ Eduardo Loosli	 	/s/ Erica Baumgarten	 
	 	Eduardo	AMYRIS BRASIL LTDA	Erica B.	 




 


	 	 	/s/ John Melo	 	 
	 	AMYRIS INC.	 







 


Witnesses:


 


	
        1. [Signature]

        Name: Hugo Carlos Brandão

        RG No.
	
        2. [Signature]

        Name: Pamela Favrin

        RG:



 


 


 


 


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