Warrant Amendment Agreement between Amyris, Inc. and Foris Ventures, LLC (August 28, 2019)

Summary

Amyris, Inc. and Foris Ventures, LLC have agreed to amend the terms of a previously issued common stock purchase warrant. The amendment changes the exercise price per share under the warrant to $3.90, subject to adjustment, and will only take effect once Amyris stockholders approve it according to Nasdaq rules. All other terms of the original warrant remain unchanged. The agreement is governed by California law and is effective upon execution by both parties.

EX-4.12 10 exhibit412.htm EXHIBIT 4.12 Exhibit

Exhibit 4.12

WARRANT AMENDMENT AGREEMENT

This Warrant Amendment Agreement (this “Amendment”) is made as of August 28, 2019 by and between Amyris, Inc., a Delaware corporation (the “Company”), and Foris Ventures, LLC (the “Holder”).

RECITALS

WHEREAS, on April 26, 2019, the Company issued and sold a common stock purchase warrant (the “Warrant”) to the Holder, pursuant to the terms of that certain Security Purchase Agreement, dated as of April 24, 2019, between the Company and the Holder.

WHEREAS, the Company and the Holder now desire to amend certain provisions of the Warrant as set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Warrant Amendment. Section 2(b) of the Warrant shall be amended and restated to read in its entirety as follows:

“b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $3.90, subject to adjustment hereunder (the “Exercise Price”).”

2. Effectiveness of Amendment. This Amendment shall be effective as of the date that the stockholders of the Company have approved this Amendment in accordance with the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity).

3. No Other Amendments. Except as expressly set forth above, all of the terms and conditions of the Warrant shall remain in full force and effect.

4. Miscellaneous.

(a) Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(b) Counterparts. This Amendment may be executed in two counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

[SIGNATURE PAGES FOLLOW]

The undersigned has executed this Warrant Amendment Agreement as of the date first set forth above.

THE COMPANY:

AMYRIS, INC.

By: /s/ Kathleen Valiasek

(Signature)

Name: Kathleen Valiasek

Title: Chief Business Officer

The undersigned has executed this Warrant Amendment Agreement as of the date first set forth above.

HOLDER:

FORIS VENTURES, LLC

/s/ Barbara Hager

(Signature)

Name: Barbara Hager

Title:

-1-