UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)
Amyris, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
03236M101
(CUSIP Number)
Choo Soo Shen Christina
Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Copy to:
Michael W. Sturrock, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Singapore 048619
Telephone: (65) 6536 1161
Facsimile: (65) 6536 1171
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
May 5, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒
The information required on this cover page shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
1 | NAMES OF REPORTING PERSONS:
Temasek Holdings (Private) Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
Not applicable. | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
52,001,307* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
52,001,307* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,001,307* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.5%** | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | See Item 5 of this statement on Schedule 13D. Includes 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 5, 2017 and based on 280,782,730 shares of Common Stock, which is the sum of the (a) 278,320,194 shares of Common Stock outstanding on January 31, 2017, as set forth in the Issuers Form 10-K (File No. 001-34885) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 17, 2017 and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
1 | NAMES OF REPORTING PERSONS:
Fullerton Management Pte Ltd | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
Not applicable. | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
52,001,307* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
52,001,307* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,001,307* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.5%** | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | See Item 5 of this statement on Schedule 13D. Includes 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 5, 2017 and based on 280,782,730 shares of Common Stock, which is the sum of the (a) 278,320,194 shares of Common Stock outstanding on January 31, 2017, as set forth in the Issuers Form 10-K (File No. 001-34885) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 17, 2017 and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
1 | NAMES OF REPORTING PERSONS:
Cairnhill Investments (Mauritius) Pte Ltd | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
Not applicable. | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Mauritius | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
52,001,307* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
52,001,307* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,001,307* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.5%** | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | See Item 5 of this statement on Schedule 13D. Includes 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 5, 2017 and based on 280,782,730 shares of Common Stock, which is the sum of the (a) 278,320,194 shares of Common Stock outstanding on January 31, 2017, as set forth in the Issuers Form 10-K (File No. 001-34885) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 17, 2017 and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
1 | NAMES OF REPORTING PERSONS:
Maxwell (Mauritius) Pte Ltd | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Mauritius | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
52,001,307* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
52,001,307* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,001,307* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.5%** | |||||
14 | TYPE OF REPORTING PERSON:
CO |
* | See Item 5 of this statement on Schedule 13D. Includes 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 5, 2017 and based on 280,782,730 shares of Common Stock, which is the sum of the (a) 278,320,194 shares of Common Stock outstanding on January 31, 2017, as set forth in the Issuers Form 10-K (File No. 001-34885) for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 17, 2017 and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
Note to Schedule 13D
This Amendment No. 15 (Amendment No. 15) to Schedule 13D amends and supplements the Schedule 13D filed on November 25, 2014 (the Original Schedule 13D), Amendment No. 1 to the Original Schedule 13D filed on December 19, 2014 (Amendment No. 1), Amendment No. 2 to the Original Schedule 13D filed on May 26, 2015 (Amendment No. 2), Amendment No. 3 to the Original Schedule 13D filed on July 28, 2015 (Amendment No. 3), Amendment No. 4 to the Original Schedule 13D filed on July 30, 2015 (Amendment No. 4), Amendment No. 5 to the Original Schedule 13D filed on September 23, 2015 (Amendment No. 5), Amendment No. 6 to the Original Schedule 13D filed on October 19, 2015 (Amendment No. 6), Amendment No. 7 to the Original Schedule 13D filed on September 1, 2016 (Amendment No. 7), Amendment No. 8 to the Original Schedule 13D filed on November 4, 2016 (Amendment No. 8), Amendment No. 9 to the Original Schedule 13D filed on November 14, 2016 (Amendment No. 9), Amendment No. 10 to the Original Schedule 13D filed on December 15, 2016 (Amendment No. 10), Amendment No. 11 to the Original Schedule 13D filed on January 11, 2017 (Amendment No. 11), Amendment No. 12 to the Original Schedule 13D filed on February 27, 2017 (Amendment No. 12), Amendment No. 13 to the Original Schedule 13D filed on March 14, 2017 (Amendment No. 13) and Amendment No. 14 to the Original Schedule 13D filed on April 20, 2017 (Amendment No. 14 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13 and this Amendment No. 15, the Statement), and is being filed by Temasek Holdings (Private) Limited (Temasek), Fullerton Management Pte Ltd (FMPL), Cairnhill Investments (Mauritius) Pte Ltd (Cairnhill) and Maxwell (Mauritius) Pte Ltd (Maxwell) (Temasek, FMPL, Cairnhill and Maxwell are collectively referred to hereinafter as the Reporting Persons) in respect of the common stock, par value of $0.0001 per share (Common Stock), of Amyris, Inc. (the Issuer), a Delaware corporation with its principal executive offices located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608.
This Amendment No. 15 is being filed to report that on May 5, 2017, Maxwell entered into a voting agreement and a letter agreement with the Issuer, and to report changes in the Reporting Persons beneficial ownership of Common Stock.
Capitalized terms used but not defined herein have the meanings given to them in the Statement.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended by adding the following paragraph immediately after the 5th paragraph of Item 4:
The summary of the Convertible Note set forth in Item 3 and the summary of the Maturity Treatment Agreement set forth in Item 6 are incorporated in this Item 4 by reference. Each such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Maturity Treatment Agreement, which is set forth in Exhibit 20 to Amendment No. 4, and incorporated in this Item 4 by reference.
On May 5, 2017, in connection with the Maturity Treatment Agreement, the Issuer and Maxwell entered into a letter agreement (the Letter Agreement) whereby the Issuer agreed to pay in cash any portion of the Convertible Note that remains outstanding on the maturity date, together with accrued interest and any other amounts due under the Convertible Note or the indenture governing the Convertible Note, and Maxwell agreed to waive all rights it has to convert any portion of the Convertible Note into Common Stock pursuant to the terms thereof.
The foregoing summary of the Letter Agreement is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement, which is set forth in Exhibit 2, and incorporated in this Item 4 by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) As of May 5, 2017, Maxwell is the direct beneficial owner of 49,538,771 shares of Common Stock. Maxwell is deemed under Rule 13d-3(d)(1) to have beneficial ownership of the 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant.
As of May 5, 2017, Maxwell is the direct beneficial owner and deemed beneficial owner of 52,001,307 shares of Common Stock, which excludes 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Note, as a result of Maxwells waiver of its rights to convert any portion of the Convertible Note into Common Stock under the Letter Agreement. The summary of the Convertible Note set forth in Item 3 and the summary of the Letter Agreement set forth in Item 4 are incorporated in this Item 5 by reference. Each such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement, which is set forth in Exhibit 2, and incorporated in this Item 5 by reference.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the shares of Common Stock beneficially owned and deemed to be beneficially owned by each of the Reporting Persons as of May 5, 2017 (as set forth in the prior paragraph and Item 5(b) below) by (ii) 280,782,730 shares of Common Stock, which is the sum of the (a) 278,320,194 shares of Common Stock outstanding on January 31, 2017 and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b) Cairnhill, through its ownership of Maxwell, may be deemed to share voting and dispositive power over the 52,001,307 shares of Common Stock beneficially owned or deemed to be beneficially owned by Maxwell.
FMPL, through its ownership of Cairnhill, may be deemed to share voting and dispositive power over the 52,001,307 shares of Common Stock beneficially owned or deemed to be beneficially owned by Cairnhill and Maxwell.
Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 52,001,307 shares of Common Stock beneficially owned or deemed to be beneficially owned by FMPL, Cairnhill and Maxwell.
(c) | On April 20, 2017, Maxwell disposed of 313,649 shares of Common Stock at a price of $0.5128 per share. |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Statement is hereby amended by adding the following paragraphs at the end of Item 6:
On May 5, 2017, in connection with the Issuers issuance and sale to certain investors of its Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock (collectively, the Shares) and warrants to purchase shares of the its Common Stock (the Warrants) (such sale and issuance of Shares and Warrants, the Offering) for an aggregate purchase price of up to $110,000,000, the Issuer and Maxwell entered into a voting agreement (the 2017 Voting Agreement) whereby Maxwell agreed to vote its eligible shares of Common Stock in any meeting of the stockholders of the Issuer, and in every written consent in lieu of any such meeting, at which the transactions contemplated by the Offering are presented to the Issuers stockholders for approval, (i) in favor of the issuance and exercisability of the Shares and Warrants to such investors and any matter that would reasonably be expected to facilitate the Offering, including, without limitation, the authorization and issuance of all the underlying shares in excess of 19.99% of the issued and outstanding Common Stock on the closing date for the Offering, (ii) in favor of a reverse stock-split of the Issuers Common Stock approved by the Issuers Board of Directors and (iii) against any proposal made in opposition to the matters described in the foregoing clauses (i) and (ii).
The foregoing summary of the 2017 Voting Agreement is generalized, does not purport to be complete and, as such, is qualified in its entirety by the 2017 Voting Agreement, which is set forth in Exhibit 3, and incorporated in this Item 6 by reference.
The summary of the Letter Agreement set forth in Item 4 is incorporated here by reference. Such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement, which is set forth in Exhibit 2, and incorporated in this Item 6 by reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit | Description | |
1 | Information regarding the Instruction C persons. | |
2 | Letter Agreement entered into on May 5, 2017 by and between Amyris, Inc. and Maxwell (Mauritius) Pte Ltd. | |
3 | Voting Agreement entered into on May 5, 2017 by and between Amyris, Inc. and Maxwell (Mauritius) Pte Ltd. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
May 9, 2017
TEMASEK HOLDINGS (PRIVATE) LIMITED | ||
By: | /s/ Christina Choo | |
Name: Christina Choo | ||
Title: Authorized Signatory | ||
FULLERTON MANAGEMENT PTE LTD | ||
By: | /s/ Cheong Kok Tim | |
Name: Cheong Kok Tim | ||
Title: Director | ||
CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD | ||
By: | /s/ Rooksana Shahabally | |
Name: Rooksana Shahabally | ||
Title: Director | ||
MAXWELL (MAURITIUS) PTE LTD | ||
By: | /s/ Rooksana Shahabally | |
Name: Rooksana Shahabally | ||
Title: Director |
Exhibit 1
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following sets forth the name, position, address, principal occupation, and citizenship of each director and executive officer of the applicable Reporting Persons (such executive officers and directors, the Instruction C Persons). To the best of the Reporting Persons knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any shares of Common Stock.
TEMASEK HOLDINGS (PRIVATE) LIMITED
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Lim Boon Heng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman, Temasek Holdings (Private) Limited |
Singaporean | ||
Cheng Wai Keung 3 Killiney Road #10-01 Winsland House 1 Singapore 239519
(Deputy Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman and Managing Director, Wing Tai Holdings Limited |
Singaporean | ||
Kua Hong Pak 205 Braddell Road East Wing Level 2 Singapore 579701
(Director, Temasek Holdings (Private) Limited) |
Senior Advisor, ComfortDelGro Corporation Limited |
Singaporean | ||
Goh Yew Lin 50 Raffles Place #33-00 Singapore Land Tower Singapore 048623
(Director, Temasek Holdings (Private) Limited) |
Managing Director, G.K. Goh Holdings Limited |
Singaporean | ||
Teo Ming Kian 250 North Bridge Road #05-01 Raffles City Tower Singapore 179101
(Director, Temasek Holdings (Private) Limited) |
Chairman, Vertex Venture Holdings Ltd. |
Singaporean | ||
Marcus Wallenberg SE-106 40 Stockholm, Sweden
(Director, Temasek Holdings (Private) Limited) |
Chairman, Skandinaviska Enskilda Banken, Saab AB and FAM AB |
Swedish | ||
Lien Jown Leam Michael One Raffles Place (formerly known as OUB Centre) #51-00 Singapore 048616
(Director, Temasek Holdings (Private) Limited) |
Executive Chairman, Wah Hin and Company Private Limited |
Singaporean |
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Robert Bruce Zoellick c/o 101 Constitution Avenue, NW Suite 1000 East Washington, DC 20001
(Director, Temasek Holdings (Private) Limited) |
Board Member, Laureate Education, Inc. |
American | ||
Chin Yoke Choong Bobby c/o 1 Joo Koon Circle #13-01 FairPrice Hub Singapore 629117
(Director, Temasek Holdings (Private) Limited) |
Deputy Chairman, NTUC Enterprise Cooperative Limited |
Singaporean | ||
Ng Chee Siong Robert 11th 12th Floors Tsim Sha Tsui Centre Salisbury Road Tsim Sha Tsui, Kowloon, Hong Kong
(Director, Temasek Holdings (Private) Limited) |
Chairman, Sino Land Company Ltd. |
Singaporean / Hong Kong Permanent Resident | ||
Peter Robert Voser Affolternstrasse 44 8050 Zurich Switzerland
(Director, Temasek Holdings (Private) Limited) |
Chairman, ABB Ltd |
Swiss | ||
Lee Theng Kiat 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Director, Temasek Holdings (Private) Limited) |
Executive Director & CEO, Temasek International Pte. Ltd. |
Singaporean | ||
Ho Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Executive Director & CEO, Temasek Holdings (Private) Limited) |
Executive Director & CEO, Temasek Holdings (Private) Limited |
Singaporean | ||
Chia Song Hwee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Joint Head, Investment Group, Joint Head, Portfolio Management Group, Joint Head, Singapore, Temasek International Pte. Ltd.) |
President, Joint Head, Investment Group, Joint Head, Portfolio Management Group, Joint Head, Singapore, Temasek International Pte. Ltd. |
Singaporean | ||
Gregory Lynn Curl 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Temasek International Pte. Ltd.) |
President, Temasek International Pte. Ltd. |
American |
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Dilhan Pillay Sandrasegara 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Joint Head, Enterprise Development Group, Joint Head, Investment Group, Joint Head, Singapore, Head, Americas, Temasek International Pte. Ltd.) |
President, Joint Head, Enterprise Development Group, Joint Head, Investment Group, Joint Head, Singapore, Head, Americas, Temasek International Pte. Ltd. |
Singaporean | ||
Syed Fidah Bin Ismail Alsagoff 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Life Sciences, Temasek International Pte. Ltd.) |
Head, Life Sciences, Temasek International Pte. Ltd. |
Singaporean | ||
Michael John Buchanan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Strategy, Senior Managing Director, Portfolio Strategy & Risk Group, Head, Australia & New Zealand, Temasek International Pte. Ltd.) |
Head, Strategy, Senior Managing Director, Portfolio Strategy & Risk Group, Head, Australia & New Zealand, Temasek International Pte. Ltd. |
Australian | ||
Chan Wai Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd.) |
Joint Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd. |
Singaporean | ||
Luigi Feola 23 King Street London SW1Y6QY United Kingdom
(Senior Managing Director, Europe, Joint Head, Consumer, Temasek International (Europe) Limited) |
Senior Managing Director, Europe, Joint Head, Consumer, Temasek International (Europe) Limited |
Italian | ||
Heng Chen Seng David 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Consumer, Head, Real Estate, Joint Head, China, Head, Japan & Korea, Temasek International Pte. Ltd.) |
Joint Head, Consumer, Head, Real Estate, Joint Head, China, Head, Japan & Korea, Temasek International Pte. Ltd. |
Singaporean |
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Leong Wai Leng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited) |
Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited |
Singaporean | ||
Nagi Adel Hamiyeh 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Enterprise Development Group, Joint Head, Industrials, Head, Africa & Middle East, Temasek International Pte. Ltd.) |
Joint Head, Enterprise Development Group, Joint Head, Industrials, Head, Africa & Middle East, Temasek International Pte. Ltd. |
Singaporean | ||
Pek Siok Lan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(General Counsel, Temasek International Pte. Ltd.) |
General Counsel, Temasek International Pte. Ltd. |
Singaporean | ||
Png Chin Yee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Financial Services, Senior Managing Director, China, Temasek International Pte. Ltd.) |
Head, Financial Services, Senior Managing Director, China, Temasek International Pte. Ltd. |
Singaporean | ||
Ravi Lambah 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Telecom, Media & Technology, Joint Head, India, Temasek International Pte. Ltd.) |
Head, Telecom, Media & Technology, Joint Head, India, Temasek International Pte. Ltd. |
Maltese | ||
Rohit Sipahimalani 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Strategy & Risk Group, Joint Head, India, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Strategy & Risk Group, Joint Head, India, Temasek International Pte. Ltd. |
Singaporean | ||
Tan Chong Lee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Management Group, Head, Europe, Head, South East Asia, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Management Group, Head, Europe, Head, South East Asia, Temasek International Pte. Ltd. |
Singaporean |
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Teo Juet Sim Juliet 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Transportation & Logistics, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd.) |
Head, Transportation & Logistics, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd. |
Singaporean | ||
Wu Yibing 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Strategy & Risk Group Joint Head, China, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Strategy & Risk Group Joint Head, China, Temasek International Pte. Ltd. |
American | ||
Benoit Louis Marie Francois Valentin 23 King Street London SW1Y 6QY United Kingdom
(Senior Managing Director, Europe, Joint Head, Industrials, Temasek International (Europe) Limited) |
Senior Managing Director, Europe, Joint Head, Industrials, Temasek International (Europe) Limited |
French | ||
Hu Yee Cheng Robin 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd.) |
Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd. |
Singaporean | ||
John Joseph Vaske 375 Park Avenue, 14th Floor New York, New York 10152 United States of America
(Joint Head, North America, Temasek International (USA) LLC) |
Joint Head, North America, Temasek International (USA) LLC |
American | ||
FULLERTON MANAGEMENT PTE LTD | ||||
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Leong Wai Leng c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited |
Singaporean | ||
Cheong Kok Tim c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Managing Director, Legal & Regulatory, Temasek International Pte. Ltd. |
Singaporean |
CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD | ||||
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD Les Cascades, Edith Cavell Street Port Louis, Mauritius
(Director) |
Senior Manager, CIM Corporate Services Ltd |
Mauritian | ||
Rooksana Bibi Shahabally Coowar c/o CIM CORPORATE SERVICES LTD Les Cascades, Edith Cavell Street Port Louis, Mauritius
(Director) |
Head of Client Management, CIM Corporate Services Ltd |
Mauritian | ||
Poy Weng Chuen c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director Finance, Temasek International Pte. Ltd. |
Singaporean | ||
Lay Chee Seng William c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director Finance, Temasek International Pte. Ltd. |
Singaporean | ||
MAXWELL (MAURITIUS) PTE LTD | ||||
Name, Business Address and Position |
Principal Occupation |
Citizenship | ||
Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD Les Cascades, Edith Cavell Street Port Louis, Mauritius
(Director) |
Senior Manager, CIM Corporate Services Ltd |
Mauritian | ||
Rooksana Bibi Shahabally Coowar c/o CIM CORPORATE SERVICES LTD Les Cascades, Edith Cavell Street Port Louis, Mauritius
(Director) |
Head of Client Management, CIM Corporate Services Ltd |
Mauritian | ||
Poy Weng Chuen c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director Finance, Temasek International Pte. Ltd. |
Singaporean | ||
Lay Chee Seng William c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director Finance, Temasek International Pte. Ltd. |
Singaporean |
Exhibit 2
Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, California 94608
USA
May 4, 2017
Maxwell (Mauritius) Pte Ltd
60 B Orchard Road #06-18
Tower 2, The Atrium @ Orchard
Singapore 238891
Facsimile: (65) 6821 1188
SIDE LETTER
Reference is made to that certain (i) Maturity Treatment Agreement, dated as of July 29, 2015 (the Agreement), by and among Amyris, Inc., a Delaware corporation (the Company), and the investors listed on Schedule I thereto, including Maxwell (Mauritius) Pte Ltd (Temasek) and (ii) that certain 6.50% Convertible Senior Note due 2019, in the principal amount of $10,000,000 (No. A-1) (the Note), sold and issued by the Company to Temasek pursuant to that certain Indenture between the Company and Wells Fargo Bank, National Association, dated May 29, 2014 (the Indenture).
In connection with the Agreement and the Note, we are writing to you to confirm our mutual agreement on the issues set out below.
1. | Definitions. |
Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.
2. | Treatment of Note at Maturity. |
a. | The Company hereby agrees that, notwithstanding anything in the Agreement to the contrary, any portion of the Note that remains outstanding on the maturity date of the Note (the Maturity Date), together with accrued interest and any other amounts due under the Note or the Indenture, shall be paid by the Company in cash, in the amount and on such terms as set forth in the Note. |
b. | For so long as it holds the Note, Temasek hereby waives all rights it has to convert any portion of the Note into Common Stock of the Company pursuant to Article 6 of the Indenture and the corresponding provisions of the Note. |
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c. | For the avoidance of doubt, notwithstanding anything in the Agreement to the contrary, the Company agrees that Temasek shall not be required to convert any portion of the Note held by it that remains outstanding and has not been converted or otherwise redeemed or exchanged as of or prior to the Maturity Date into shares of common stock of the Company. |
3. | Representations and Warranties. |
a. | The execution, delivery, and performance of this Side Letter by the Company has been duly authorized by all requisite corporate action on the part of the Company, and this Side Letter constitutes the legal, valid, and binding obligations of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. |
b. | Except for any Current Report on Form 8-K to be filed by the Company in connection with the transactions contemplated hereby, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Side Letter. |
c. | The execution, delivery, and performance of this Side Letter by the Company will not conflict with, require a consent, waiver or approval under, or result in a breach or default under, any of the terms of any agreement to which the Company is a party or by which any of the Companys assets are bound. |
4. | Miscellaneous. |
a. | This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into therein, without reference to principles of choice of law or conflicts of laws that might lead to the application of laws other than the laws of the State of Delaware. |
b. | Neither this Side Letter nor any right or obligations hereunder may be assigned or delegated by any of the parties hereto without the written consent of the other parties hereto. |
c. | This Side Letter may be executed in multiple counterparts, each of which will be deemed to be an original and all of which will be deemed to be a single document. |
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Very truly yours,
Amyris, Inc.
By: | /s/ John Melo | |
Name: John Melo | ||
Title: President and CEO |
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Agreed and accepted by:
Maxwell (Mauritius) Pte Ltd
By: | /s/ CHIA SONG HWEE | |
Name: CHIA SONG HWEE | ||
Title: AUTHORIZED SIGNATORY |
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Exhibit 3
VOTING AGREEMENT
This VOTING AGREEMENT (this Agreement) is entered into as of May 5, 2017, by and between the stockholder listed on the signature page hereto (the Stockholder), and Amyris, Inc., a Delaware corporation (the Company). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Purchase Agreements (as defined below).
RECITALS
WHEREAS, the execution and delivery of this Agreement by the Stockholder is a material inducement to the willingness of certain investors (the Investors) to enter into one or more Securities Purchase Agreements (such documents together with all exhibits and schedules thereto, collectively, the Purchase Agreements), subsequent to the date hereof, by and among the Company and the Investors party thereto, pursuant to which, subject to the terms and conditions set forth in the Purchase Agreements, such Investors will purchase for an aggregate purchase price of up to $110,000,000, shares of the Companys Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock (collectively, the Shares) and warrants to purchase shares of the Companys Common Stock (the Warrants) (such sale and issuance of Shares and Warrants, the Offering). In connection with the Purchase Agreements, the Company intends to enter into or issue the Certificates of Designation, Warrants, Common Stock Purchase Agreements, Common Stock Purchase Warrants, Preemptive Rights Waiver, Security Holder Agreement, Stockholder Agreement and IP License (such documents together with all exhibits and schedules thereto, collectively, the Ancillary Documents).
WHEREAS, the Stockholder understands and acknowledges that the Company and Investors are entitled to rely on (i) the truth and accuracy of such Stockholders representations contained herein and (ii) such Stockholders performance of the obligations set forth herein.
NOW, THEREFORE, in consideration of the promises and the covenants and agreements set forth in the Purchase Agreements and in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Shares Subject to this Agreement. Except as otherwise stated herein and until such time as this Agreement shall terminate in conformity with Section 6(m) hereunder, the Stockholder agrees to hold all shares of voting capital stock of the Company registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of this Agreement and any other shares of voting capital stock of the Company legally or beneficially held or acquired by it after the date hereof or over which it exercises voting control (the Voting Shares) subject to, and to vote the Voting Shares in accordance with, the provisions of this Agreement.
2. | Agreement to Vote Shares. |
(a) In any annual, special or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such meeting, at which the transactions contemplated by the Purchase Agreements are presented to the Companys stockholders for approval, the Stockholder agrees that it will vote its Voting Shares (i) in favor of the issuance and exercisability of the Shares and Warrants to the Investors and any matter that would reasonably be expected to facilitate the Offering and the issuance and exercise of such Shares and Warrants, including, without limitation, the authorization and issuance of all the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date, (ii) in favor of a reverse stock-split of the Companys Common Stock approved by the Companys Board of Directors (the Reverse-Split), and (iii) against approval of any proposal made in opposition to the matters described in clauses (i) and (ii) above (the votes contemplated by clauses (i) through (iii) being referred to herein as the Vote). Notwithstanding the above, the Stockholder shall retain at all times the right to vote any Voting Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i) through (iii) of this Section 2(a) that are at any time or from time to time presented for consideration to the Companys stockholders generally.
(b) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict a Stockholder from acting in such Stockholders capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply to a Stockholder solely in such Stockholders capacity as a stockholder of the Company.
(c) In the event that a meeting of the stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholders Voting Shares to be counted as present thereat for purposes of establishing a quorum.
3. Representations, Warranties and Other Covenants of Stockholder. The Stockholder hereby represents, warrants and covenants to the Company, severally and not jointly, as follows:
(a) As of the date of this Agreement, the Stockholder is the legal or beneficial owner of, and has the power to vote, that number of issued and outstanding shares of the Companys Common Stock set forth on the signature page hereto. The Voting Shares set forth next to the Stockholders name on the signature page hereof are owned free of any encumbrance that would preclude the Stockholder from exercising his, her or its voting power as provided in Section 2 or otherwise complying with the terms hereof.
(b) The Stockholder has all requisite power, legal capacity and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(c) The execution, delivery and performance by the Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any agreement to which the Stockholder is a party or by which any of the Stockholders assets are bound or (ii) violate any order, writ, injunction, decree, judgment or any applicable law applicable to the Stockholder or any of the Stockholders assets, except for any such conflict, violation or any failure to obtain such consent, waiver or approval that would not result in the Stockholder being able to perform its obligations under this Agreement.
(d) The Stockholder agrees that the Stockholder will not, in Stockholders capacity as a Stockholder of the Company, bring, commence, institute, maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or any Purchase Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder, or the approval of the matters contemplated by the Purchase Agreements or the Vote by the Companys Board of Directors (the Board), breaches any fiduciary duty of the Board or any member thereof.
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(e) The Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty contained herein untrue or incorrect in any material respect or in any way have the effect of restricting, limiting, interfering with, preventing or disabling the Stockholder from performing its obligations in any material respect under this Agreement.
(f) The Stockholder agrees that, from the date hereof until the Termination Date (as defined in Section 6(m)), without the Companys express written consent, the Stockholder shall not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, testamentary disposition, operation of law or otherwise), any Voting Shares, (ii) deposit any Voting Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).
3A. Representations, Warranties and Other Covenant of Company. The Company hereby represents, warrants and covenants to the Stockholder that: (a) copies of the final form of the Purchase Agreements to be entered into between the Company and each of the Investors are attached at Schedules 1, 2 and 3 to this Agreement, (b) the Company and each of Investors will within one day of the date of this Agreement, execute the Purchase Agreements which shall have the same material terms and conditions as set out in the form attached at Schedules 1, 2 and 3 of this Agreement, (c) copies of the final form of the Ancillary Documents are attached at Schedule 4 to this Agreement, and except for the Purchase Agreements and the Ancillary Documents, there are no other arrangements or agreements entered into or to be entered into by the Company with the Investors in connection with transactions contemplated by the Purchase Agreements; (d) there will not be any waiver, amendments or modifications to the material terms or conditions of the executed Purchase Agreements or the final form of the Ancillary Agreements without the prior written consent of the Company; and (e) Schedule 5 contains true and accurate pro forma capitalization tables for the transactions contemplated by the Purchase Agreements, giving effect to the security issuances contemplated thereby.
4. Confidentiality. Except as required by applicable law, the Stockholder, until such time as the matters contemplated by the Vote are required to be publicly disclosed by the Company, will maintain the confidentiality of any information regarding this Agreement or any Purchase Agreement or any of the transactions contemplated thereby. Neither such Stockholder, nor any of his, her or its respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Purchase Agreements or the transactions contemplated thereby without the prior written consent of the Company, except as may be required by law or by any listing agreement with, or the policies of, The NASDAQ Stock Market, in which circumstance such announcing party shall make all reasonable efforts to consult with the Company in advance of such publication to the extent practicable.
5. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to any Voting Shares.
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6. | Miscellaneous. |
(a) Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: (510) 225-2645, with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: David Michaels, Esq., facsimile number: (650) 938-5200, and as to any Stockholder at the address and facsimile number set forth below such Stockholders signature on the signature pages of this Agreement. Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. The Stockholder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.
(b) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words include, includes and including when used herein shall be deemed in each case to be followed by the words without limitation. The phrases the date of this Agreement, the date hereof, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first above written. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms hereof, herein, hereunder and derivative or similar words refer to this entire Agreement.
(c) Amendments; Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived, only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance. The failure of either party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist upon compliance by any other party with its obligation under this Agreement, and any custom or practice of the parties at variance with the terms of this Agreement, shall not constitute a waiver by such party of such partys right to exercise any such or other right, power or remedy or to demand such compliance.
(d) Rules of Construction. The parties hereto hereby waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(e) Specific Performance; Injunctive Relief. The parties hereto agree that the Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the parties set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the relevant party upon any such violation of this Agreement, the relevant party shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to such party at law or in equity and other party hereby waives any and all defenses which could exist in its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.
(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties hereto; it being understood that all parties need not sign the same counterpart.
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(g) Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (i) constitute an inducement and condition to the Investors entering into the Purchase Agreements, (ii) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party, and any such assignment or delegation that is not consented to shall be null and void.
(h) Additional Documents. Each party shall execute and deliver any additional documents necessary or desirable in the reasonable opinion of the other party to carry out the purpose and intent of this Agreement.
(i) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
(j) Remedies Cumulative. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy.
(k) Governing Law; Consent to Jurisdiction. This Agreement, and the provisions, rights, obligations, and conditions set forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law provisions.
(l) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring the expenses.
(m) Termination. This Agreement shall terminate and shall have no further force or effect from and after the earliest to occur of (i) the date upon which the stockholders of the Company, in any annual, special or adjourned meeting of the stockholders of the Company, or by written consent in lieu of any such meeting, approve the matters contemplated by the Vote, (ii) the termination of any of the executed Purchase Agreements, (iii) the breach of any of the representations, warranties and/or covenants of the Company as set out at Section 3A of this Agreement, or (iv) July, 28, 2017, (such earlier date, the Termination Date), and thereafter there shall be no liability or obligation on the part of the Stockholder, provided, that no such termination shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination.
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(n) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this VOTING AGREEMENT to be executed as of the date first written above.
COMPANY:
AMYRIS, INC.
By: | /s/ John Melo | |
Name: John Melo | ||
Title: President and CEO |
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IN WITNESS WHEREOF, the parties hereto have caused this VOTING AGREEMENT to be executed as of the date first written above.
STOCKHOLDER
MAXWELL (MAURITIUS) PTE LTD
By: | /s/ CHIA SONG HWEE | |
Name: CHIA SONG HWEE | ||
Title: AUTHORIZED SIGNATORY |
Voting Shares owned beneficially or of record by the Stockholder, or over which the Stockholder exercises voting power on the date hereof:
49,538,771 shares of issued and outstanding Common Stock
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SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5