Common use of Waiver of Conflicts; Representation by Counsel Clause in Contracts

Waiver of Conflicts; Representation by Counsel. Each Purchaser and the Company is aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers in matters unrelated to F&W's representation of the Company. In connection with its Purchaser representation, F&W may have obtained confidential information of such Purchasers that could be material to F&W's representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser and the Company hereby acknowledges that the terms of this Agreement were negotiated among the Purchasers and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation (including any future representation of such parties) or such possession of confidential information. Each Purchaser and the Company further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.15. [Signature pages follows] This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. AMYRIS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President and CEO PURCHASERS: U.S. $42,249,990.02 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 14,177,849 By: (signature) Name: (printed name) Title: Managing Member Address: Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx (signature) Name: (printed name) Title: Director Address: 00, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Manager Address: c/o JEMA Management 000 Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: Xxxxxxx X. Xxxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 1,999,997.20 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 By: /s/ Xxxxxx Xxxxxxxx bin Khalifa Al Thani (signature) Name: Biolding Investment (printed name) Title: President Address: 11 A XX Xxxxxx Xxxxx 0000 Xxxxxxxxxx Facsimile No: E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx (signature) Name: Xxxxxx Xxxxxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule I Schedule of Purchasers Purchaser Shares Purchased Cancellation of Indebtedness Cash paid at Closing Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 $ 14,999,999.86 $ 14,999,999.86 Biolding Investment SA 3,355,704 $ 9,999,997.92 $ 9,999,997.92 Naxyris SA 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Foris Ventures, LLC 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TPG Biotechnology Partners II, L.P. 671,140 $ 1,999,997.20 $ 1,999,997.20 Sualk Capital Ltd 83,892 $ 249,998.16 $ 249,998.16 Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 Schedule 2.2 Form of Payment Commitment Letter December 24, 2012 Xxxxxxx (Mauritius) Pte Ltd Les Cascades, Xxxxx Xxxxxx Street Port Louis, Mauritius Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares of the Company's Common Stock pursuant to that certain Securities Purchase Agreement dated as of December 24, 2012 (the “SPA”) among the Company, Xxxxxxx (Mauritius) Pte Ltd ( “Investor”) and the other Purchasers named therein. In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:

Waiver of Conflicts; Representation by Counsel. Each Purchaser and the Company is aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers in matters unrelated to F&W's representation of the Company. In connection with its Purchaser representation, F&W may have obtained confidential information of such Purchasers that could be material to F&W's representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser and the Company hereby acknowledges that the terms of this Agreement were negotiated among the Purchasers and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation repre-sentation (including any future representation of such parties) or such possession of confidential information. Each Purchaser and the Company further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.15. [Signature pages follows] This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24March 27, 20122013. AMYRIS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President and CEO PURCHASERS: U.S. $42,249,990.02 4,999,998.92 Total Purchase Price (U.S. $2.98 3.26 per Share) Number of Shares: 14,177,849 1,533,742 BIOLDING INVESTMENT SA By: (signature) Name: (printed name) Title: Managing Member Address: Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers Company as of December 24March 27, 20122013. AMYRIS, INC. By: Name: Xxxx Xxxx Title: President and CEO PURCHASERS: U.S. $ 4,999,998.96 $4,999,998.92 Total Purchase Price (U.S. $2.98 3.26 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx (signature) Name: (printed name) Title: Director Address: 00, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Manager Address: c/o JEMA Management 000 Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: Xxxxxxx X. Xxxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 1,999,997.20 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 1,533,742 BIOLDING INVESTMENT SA By: /s/ Xxxxxx Xxxxxxxx bin Khalifa Al Thani (signature) Name: Biolding Investment (printed name) Title: President Managing Member Address: 11 A XX 00 X Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx L-1724 Luxembourg Facsimile No: illegible E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx (signature) Name: Xxxxxx Xxxxxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule I Schedule of Purchasers Purchaser Shares Purchased Cancellation of Indebtedness Cash paid at Closing Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 $ 14,999,999.86 $ 14,999,999.86 Biolding Investment SA 3,355,704 1,533,742 $ 9,999,997.92 4,999,998.92 TOTAL 1,533,742 $ 9,999,997.92 Naxyris SA 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Foris Ventures, LLC 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TPG Biotechnology Partners II, L.P. 671,140 $ 1,999,997.20 $ 1,999,997.20 Sualk Capital Ltd 83,892 $ 249,998.16 $ 249,998.16 Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 4,999,998.92 Schedule 2.2 Form of Payment Commitment Side Letter December 24March 27, 2012 Xxxxxxx (Mauritius) Pte Ltd Les Cascades, 2013 Biolding Investment SA 00X Xxxxxxxxx Xxxxxx Xxxxx L 1724 Luxembourg Attn: HH Xxxxxx Street Port Louis, Mauritius Xxxxxxxx bin Khalifa Al Thani and M. Xxxx Xxxx Xxxxxx Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares of the Company's Common Stock pursuant to that certain Securities Purchase Agreement dated as of December 24March 27, 2012 2013 (the “SPA”) among the Company, Xxxxxxx (Mauritius) Pte Ltd Biolding Investment SA ( “Investor”) and the other Purchasers Purchasers, if any, named therein. In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:

Waiver of Conflicts; Representation by Counsel. Each Purchaser and the Company is aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers in matters unrelated to F&W's representation of the Company. In connection with its Purchaser representation, F&W may have obtained confidential information of such Purchasers that could be material to F&W's representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser and the Company hereby acknowledges that the terms of this Agreement were negotiated among the Purchasers and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation (including any future representation of such parties) or such possession of confidential information. information and consents to the investment by such affiliate of F&W. Each Purchaser and the Company further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.15. [Signature pages follows] This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24February 22, 2012. AMYRIS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President and CEO PURCHASERS: U.S. $42,249,990.02 $ Total Purchase Price (U.S. $2.98 $ per Share) Number of Shares: 14,177,849 By: (signature) Name: (printed name) Title: Managing Member Address: Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012the date first set forth above. PURCHASERSPURCHASER: U.S. $ 4,999,998.96 $4,999,994.78 Total Purchase Price (U.S. $2.98 5.78 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. 865,051 FORIS VENTURES, LLC By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx X. Xxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Director Managing Address: 00c/o JEMA Management 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx #722 Palo Alto, CA 94301 Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012the date first set forth above. PURCHASERSPURCHASER: U.S. $ 4,999,998.96 $13,226,697.68 Total Purchase Price (U.S. $2.98 5.78 per Share) Number of Shares: 1,677,852 FORIS VENTURES2,288,356 TOTAL GAS & POWER USA, LLC SAS By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx (signature) Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxx (printed name) Title: Manager Chairman Address: c/o JEMA Management 000 0 Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie France Facsimile No: E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of the date first set forth above. PURCHASER: U.S. $14,999,995.90 Total Purchase Price (U.S. $5.78 per Share) Number of Shares: 2,595,155 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Xxxxxxxx Xxx (signature) Name: Xxxxxxxx Xxx (printed name) Title: Authorised Signatory Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: @ Xxxxxxx X. Xxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012the date first set forth above. PURCHASERSPURCHASER: U.S. $ 1,999,997.20 $14,999,995.90 Total Purchase Price (U.S. $2.98 5.78 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner 2,595,155 BIOLDING INVESTMENT SA By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 By: /s/ HH Xxxxxx Xxxxxxxx bin Khalifa H. Al Thani (signature) Name: Biolding Investment (printed name) Title: President Address: 11 A XX Xxxxxx Xxxxx 0000 Xxxxxxxxxx Facsimile No: E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx (signature) Name: Xxxxxx Xxxxxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule I Schedule of Purchasers Purchaser Shares Purchased Cancellation of Indebtedness Cash paid at Closing Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 $ 14,999,999.86 $ 14,999,999.86 Biolding Investment SA 3,355,704 $ 9,999,997.92 $ 9,999,997.92 Naxyris SA 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Foris Ventures, LLC 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TPG Biotechnology Partners II, L.P. 671,140 $ 1,999,997.20 $ 1,999,997.20 Sualk Capital Ltd 83,892 $ 249,998.16 $ 249,998.16 Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 Schedule 2.2 Form of Payment Commitment Letter December 24, 2012 Xxxxxxx (Mauritius) Pte Ltd Les Cascades, Xxxxx Xxxxxx Street Port Louis, Mauritius Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares of the Company's Common Stock pursuant to that certain Securities Purchase Agreement dated as of December 24, 2012 (the “SPA”) among the Company, Xxxxxxx (Mauritius) Pte Ltd ( “Investor”) and the other Purchasers named therein. In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:Thani

Waiver of Conflicts; Representation by Counsel. Each Purchaser and the Company is aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers in matters unrelated to F&W's ’s representation of the Company. In connection with its Purchaser representation, F&W may have obtained confidential information of such Purchasers that could be material to F&W's ’s representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser and the Company hereby acknowledges that the terms of this Agreement were negotiated among the Purchasers and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation (including any future representation of such parties) or such possession of confidential information. Each Purchaser and the Company further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.15. [Signature pages follows] This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December July 24, 20122015. AMYRIS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: PURCHASERS: Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) By: /s/ Xxxxxxx Xxxxxxx (signature) Name: Xxxxxxx Xxxxxxx (printed name) Title: President and CEO Address: 00 Xxxxx Xxxxxxxx 00000 Xxxxxxx Xxxxxx Facsimile No: E-mail Address: PURCHASERS: U.S. $42,249,990.02 Total Purchase Price FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx (U.S. $2.98 per Sharesignature) Number of SharesName: 14,177,849 Xxxxxxx Xxxxx (printed name) Title: Manager Address: Facsimile No: E-mail Address: PURCHASERS: WOLVERINE FLAGSHIP FUND TRADING LIMITED By: /s/ Xxxxxx X. Xxxxxx (signature) Name: Xxxxxx X. Xxxxxx (printed name) Title: Authorized Signatory Address: Facsimile No: E-mail Address: PURCHASERS: NOMIS BAY LTD. By: (signature) Name: (printed name) Title: Address: Facsimile No: E-mail Address: PURCHASERS: CONNECTIVE CAPITAL I MASTER FUND, LTD By: /s/ Xxxxxx Xxxxxx (signature) Name: Xxxxxx Xxxxxx (printed name) Title: Director Address: Facsimile No: E-mail Address: PURCHASERS: CONNECTIVE CAPITAL EMERGING ENERGY QP, LP By: /s/ Xxxxxx Xxxxxx (signature) Name: Xxxxxx Xxxxxx (printed name) Title: Manager Member Address: Facsimile No: E-mail Address: PURCHASERS: NAXYRIS S.A. By: /s/ Xxxxxxx Xxxxxxxxx (signature) Name: Xxxxxxx Xxxxxxxxx (printed name) Title: Managing Member Address: Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx (signature) Name: (printed name) Title: Director Address: 00, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Manager Address: c/o JEMA Management 000 Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: Xxxxxxx X. Xxxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 1,999,997.20 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 By: /s/ Xxxxxx Xxxxxxxx bin Khalifa Al Thani (signature) Name: Biolding Investment (printed name) Title: President Address: 11 A XX Xxxxxx Xxxxx 0000 Xxxxxxxxxx Facsimile No: E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx (signature) Name: Xxxxxx Xxxxxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule I Schedule of Purchasers Purchaser Shares Purchased Cancellation of Indebtedness Cash paid at Closing Warrant Shares Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 $ 14,999,999.86 $ 14,999,999.86 Biolding Investment SA 3,355,704 $ 9,999,997.92 $ 9,999,997.92 Naxyris SA 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Foris Ventures, LLC 1,677,852 9,615,384 961,538 $ 4,999,998.96 14,999,999.04 Wolverine Flagship Fund Trading Limited 1,282,051 128,205 $ 4,999,998.96 TPG Biotechnology Partners II1,999,999.56 Nomis Bay Ltd. 641,025 64,102 $ 999,999.00 Total Energies Nouvelles Activités USA 1,282,051 128,205 $ 1,999,999.56 Connective Capital I Master Fund, L.P. 671,140 LTD 641,025 64,102 $ 1,999,997.20 999,999.00 Connective Capital Emerging Energy QP, LP 320,512 32,051 $ 1,999,997.20 Sualk Capital Ltd 83,892 499,998.72 Naxyris S.A. 2,243,594 224,359 $ 249,998.16 3,500,006.64 Total 16,025,642 1,602,562 $ 249,998.16 Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 Schedule 2.2 Form of Payment Commitment Letter December 24, 2012 Xxxxxxx (Mauritius) Pte Ltd Les Cascades, Xxxxx Xxxxxx Street Port Louis, Mauritius Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares of the Company's Common Stock pursuant to that certain Securities Purchase Agreement dated as of December 24, 2012 (the “SPA”) among the Company, Xxxxxxx (Mauritius) Pte Ltd ( “Investor”) and the other Purchasers named therein. In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:25,000,001.52

Waiver of Conflicts; Representation by Counsel. Each Purchaser Investor and the Company is aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers Investors in matters unrelated to F&W's ’s representation of the Company. In connection with its Purchaser Investor representation, F&W may have obtained confidential information of such Purchasers Investors that could be material to F&W's ’s representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser Investor and the Company hereby acknowledges that the terms of this Agreement were negotiated among the Purchasers Investors and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation (including any future representation of such parties) or such possession of confidential information. Each Purchaser Investor and the Company further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.15. [Signature pages follows] This Securities Purchase Exchange Agreement is hereby confirmed and accepted by the Company as of December 24July 26, 20122015. AMYRIS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President and CEO Chief Executive Officer PURCHASERS: U.S. $42,249,990.02 $ ___ Total Purchase Price (U.S. $2.98 ___per Share) Number of Shares: 14,177,849 By: (signature) Name: (printed name) Title: Managing Member Address: Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx (signature) Name: (printed name) Title: Director Address: 00, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx Xxxxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Manager Address: c/o JEMA Management 000 Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: Xxxxxxx X. Xxxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 1,999,997.20 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 By: /s/ Xxxxxx Xxxxxxxx bin Khalifa Al Thani (signature) Name: Biolding Investment (printed name) Title: President Address: 11 A XX Xxxxxx Xxxxx 0000 Xxxxxxxxxx Facsimile No: E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx Poy Xxxx Xxxxx (signature) Name: Xxxxxx Xxxxxxxx Poy Xxxx Xxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Director Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule I Schedule of Purchasers Purchaser Investors Investor Shares Purchased Cancellation Total Equity Funding Warrants Purchased Warrant Shares Issuable Upon Exercise of Indebtedness Cash paid at Closing Total Equity Funding Warrants R&D Warrants Purchased Warrant Shares Issuable Upon Exercise of R&D Warrants Temasek 2015 Warrant Purchased Warrant Shares Issuable Upon Exercise of Temasek 2015 Warrants Temasek Funding Warrants Purchased Warrant Shares Issuable Upon Exercise of Temasek Funding Warrants Aggregate Principal Amount of Outstanding Convertible Notes Exchanged for Shares and Warrants Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 $ 14,999,999.86 $ 14,999,999.86 Biolding Investment SA 3,355,704 $ 9,999,997.92 $ 9,999,997.92 Naxyris SA 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Foris Ventures, LLC 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TPG Biotechnology Partners II, L.P. 671,140 $ 1,999,997.20 $ 1,999,997.20 Sualk Capital Ltd 83,892 $ 249,998.16 $ 249,998.16 30,860,633 — — 880,339 880,339 14,677,861 14,677,861 To be determined in accordance with Section 6(j)(ii)(B) To be determined in accordance with Section 6(j)(ii)(B) $70,979,458.00 $70,979,458.00 Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Energies Nouvelles ActivitésUSA 30,434,782 To be determined in accordance with Section 6(j)(i)(A) To be determined in accordance with Section 6(j)(i)(A) 2,000,000 2,000,000 — — — — $70,000,000.00 $70,000,000.00 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 61,295,415 2,880,339 2,880,339 14,677,861 14,677,861 $140,979,458.00 $140,979,458.00 Schedule 2.2 Form I-A Schedule of Payment Commitment Letter December 24, 2012 Investors Investor Shares Purchased Aggregate Amount of Outstanding Convertible Notes Exchanged for Shares and Warrants Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd Les Cascades, Xxxxx Xxxxxx Street Port Louis, Mauritius Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares 28,800,596 $ 66,241,371 $ 66,241,371 Total Energies Nouvelles ActivitésUSA 24,254,811 $ 55,786,065 $ 55,786,065 TOTAL 53,055,407 $ 122,027,435 $ 122,027,435 Schedule I-B Schedule of the Company's Common Stock pursuant to that certain Securities Investors Investor Shares Purchased Aggregate Amount of Outstanding Convertible Notes Exchanged for Shares and Warrants Total Purchase Agreement dated as of December 24, 2012 (the “SPA”) among the Company, Price Xxxxxxx (Mauritius) Pte Ltd ( “Investor”) and the other Purchasers named therein. In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:2,060,037 $ 4,738,087 $ 4,738,087 Total Energies Nouvelles ActivitésUSA 6,179,971 $ 14,213,935 $ 14,213,935

Waiver of Conflicts; Representation by Counsel. Each Purchaser and the Company is are aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers Purchaser in matters unrelated to F&W's ’s representation of the Company. In connection with its Purchaser representation, F&W may have obtained confidential information of such Purchasers Purchaser that could be material to F&W's ’s representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser and the Company each hereby acknowledges acknowledge that the terms of this Agreement were negotiated among the Purchasers Purchaser and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation (including any future representation of such parties) or such possession of confidential information. Each Purchaser and the Company each further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.158.14. [Signature pages page follows] EXECUTION COPY This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24March 28, 20122014. AMYRIS, INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: President and CEO PURCHASERSChief Executive Officer PURCHASER: U.S. $42,249,990.02 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 14,177,849 By: (signature) KURARAY CO., LTD. By:_/s/ Tomoyuki Aya Name: (printed name) :Tomoyuki Aya Title: Managing Member Senior Executive Officer Address: Ote Center Building 0-0-0 Xxxxxxxx, Xxxxxxx-Xx Xxxxx 000-0000 Xxxxx Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx (signature) Name: (printed name) Title: Director Address: 00, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx Facsimile No: .[*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Manager Address: c/o JEMA Management 000 Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: Xxxxxxx X. Xxxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 1,999,997.20 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 By: /s/ Xxxxxx Xxxxxxxx bin Khalifa Al Thani (signature) Name: Biolding Investment (printed name) Title: President Address: 11 A XX Xxxxxx Xxxxx 0000 Xxxxxxxxxx Facsimile No: E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx (signature) Name: Xxxxxx Xxxxxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Email Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY Schedule I Schedule of Purchasers Purchaser Maximum Amount of Purchase Price per Share (per Section 2.2) Number of Shares Purchased Cancellation of Indebtedness Cash paid at Closing Total Aggregate Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 $ 14,999,999.86 $ 14,999,999.86 Biolding Investment SA 3,355,704 $ 9,999,997.92 $ 9,999,997.92 Naxyris SA 1,677,852 $ 4,999,998.96 $ 4,999,998.96 Foris VenturesKuraray Co., LLC 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TPG Biotechnology Partners II, L.P. 671,140 $ 1,999,997.20 $ 1,999,997.20 Sualk Capital Ltd 83,892 $ 249,998.16 $ 249,998.16 Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 Ltd. US$4,000,000 US$4.24 943,396 US$3,999,999.04 EXECUTION COPY Schedule 2.2 Form of Payment Commitment Side Letter December 24April _________, 2012 Xxxxxxx (Mauritius) Pte Ltd Les Cascades2014 Kuraray Co., Ltd. Ote Center Building 0-0-0 Xxxxxxxx, Xxxxxxx-Xx Xxxxx Xxxxxx Street Port Louis, Mauritius 000-0000 Xxxxx Attn: Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares of the Company's ’s Common Stock pursuant to that certain Securities Purchase Agreement dated as of December 24March 28, 2012 2014 (the “SPA”) among the CompanyCompany and Kuraray Co., Xxxxxxx (Mauritius) Pte Ltd Ltd. ( “Investor”) and the other Purchasers named therein). In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:

Waiver of Conflicts; Representation by Counsel. Each Purchaser Investor and the Company is aware that Fenwick & West LLP (“F&W”) may have previously performed and may continue to perform certain legal services for certain of the Purchasers Investors in matters unrelated to F&W's ’s representation of the Company. In connection with its Purchaser Investor representation, F&W may have obtained confidential information of such Purchasers Investors that could be material to F&W's ’s representation of the Company in connection with negotiation, execution and performance of this Agreement. By signing this Agreement, each Purchaser Investor and the Company hereby acknowledges that the terms of this Agreement were negotiated among the Purchasers Investors and the Company and are fair and reasonable and waives any potential conflict of interest arising out of such representation (including any future representation of such parties) or such possession of confidential information. Each Purchaser Investor and the Company further represents that it has had the opportunity to be, or has been, represented by separate independent counsel in connection with the transactions contemplated by this Agreement, including, without limitation, the waivers contained in this Section 8.15. [Signature pages follows] This Securities Purchase Exchange Agreement is hereby confirmed and accepted by the Company as of December 24July 26, 20122015. AMYRIS, INC. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President and CEO Chief Executive Officer PURCHASERS: U.S. $42,249,990.02 $ Total Purchase Price (U.S. $2.98 $ per Share) Number of Shares: 14,177,849 By: (signature) Name: (printed name) Title: Managing Member Address: Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 NAXYRIS S.A. By: /s/ Xxxxxxxxx Xxxx /s/ Xxxxxxx Xxxxxxxxx (signature) Name: (printed name) Title: Director Address: 00, Xxxxxxxxx Xxxxxx XX L-1840 Luxembourg Attention: Xxx Xxxxxxxxx and Xxxxxxxxx Xxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 4,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 FORIS VENTURES, LLC By: /s/ Xxxxxxx Xxxxx Xxxxxxx (signature) Name: Xxxxxxx X. Xxxxx (printed name) Title: Manager Address: c/o JEMA Management 000 Xxxxxx Xxxxxx, #722 Palo Alto, CA 94301 Attention: Xxxxxxx X. Xxxxx Facsimile No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 1,999,997.20 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 671,140 TPG BIOTECHNOLOGY PARTNERS II, L.P. By: TPG Biotechnology GenPar II, L.P., its general partner By: TPG Biotechnology GenPar II Advisors, LLC, its general partner By: /s/ Xxxxxx Xxxx (signature) Name: Xxxxxx Cami (printed name) Title: Vice President Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Facsimile No: [*] Telephone No: [*] E-mail Address: [*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 249,998.16 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 83,892 SUALK CAPITAL LTD By: /s/ Xxxxxxxx Xxxxxxx (signature) Name: Xxxxxxxx Xxxxxxx (printed name) Title: Director Address: Xxxxx Building 2nd Floor Xxxxxxx Estate PO Box 2416 Road Town Tortola, British Virgin Island Facsimile No: E-mail Address: This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,997.92 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 3,355,704 By: /s/ Xxxxxx Xxxxxxxx bin Khalifa Al Thani (signature) Name: Biolding Investment (printed name) Title: President Address: 11 A XX Xxxxxx Xxxxx 0000 Xxxxxxxxxx Facsimile No: E-mail Address: illegible This Securities Purchase Agreement is hereby confirmed and accepted by the Company as of December 24, 2012. PURCHASERS: U.S. $ 9,999,998.96 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 1,677,852 TOTAL GAS & POWER USA, SAS By: /s/ Xxxxxx Xxxxxxxx Poy Xxxx Xxxxx (signature) Name: Xxxxxx Xxxxxxxx Poy Xxxx Xxxxx (printed name) Title: President Address: 0, Xxxxx Xxxx Xxxxxxx La Defense 92400 Courbevoie, France Facsimile No: [*] E-mail Address:[*] [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. This Securities Purchase Agreement is hereby confirmed and accepted by the Purchasers as of December 24, 2012. PURCHASERS: U.S. $ 14,999,999.86 Total Purchase Price (U.S. $2.98 per Share) Number of Shares: 5,033,557 XXXXXXX (MAURITIUS) PTE LTD By: /s/ Fidah Alsagoff (signature) Name: Fidah Alsagoff (printed name) Title: Authorised Signatory Director Address: 00X Xxxxxxx Xxxx #00-00 Xxxxx 0, Xxx Xxxxxx @ Xxxxxxx Xxxxxxxxx 000000 Facsimile No: [*] E-mail Address: [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule I Schedule of Purchasers Purchaser Investors Investor Shares Purchased Cancellation Total Equity Funding Warrants Purchased Warrant Shares Issuable Upon Exercise of Indebtedness Cash paid at Closing Total Equity Funding Warrants R&D Warrants Purchased Warrant Shares Issuable Upon Exercise of R&D Warrants Temasek 2015 Warrant Purchased Warrant Shares Issuable Upon Exercise of Temasek 2015 Warrants Temasek Funding Warrants Purchased Warrant Shares Issuable Upon Exercise of Temasek Funding Warrants Aggregate Principal Amount of Outstanding Convertible Notes Exchanged for Shares and Warrants Total Purchase Price Xxxxxxx (Mauritius) Pte Ltd 5,033,557 30,860,633 — — 880,339 880,339 14,677,861 14,677,861 To be determined in accordance with Section 6(j)(ii)(B) To be determined in accordance with Section 6(j)(ii)(B) $ 14,999,999.86 70,979,458.00 $ 14,999,999.86 Biolding Investment SA 3,355,704 70,979,458.00 Total Energies Nouvelles ActivitésUSA 30,434,782 To be determined in accordance with Section 6(j)(i)(A) To be determined in accordance with Section 6(j)(i)(A) 2,000,000 2,000,000 — — — — $ 9,999,997.92 70,000,000.00 $ 9,999,997.92 Naxyris SA 1,677,852 70,000,000.00 TOTAL 61,295,415 2,880,339 2,880,339 14,677,861 14,677,861 $ 4,999,998.96 140,979,458.00 $ 4,999,998.96 Foris Ventures, LLC 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TPG Biotechnology Partners II, L.P. 671,140 $ 1,999,997.20 $ 1,999,997.20 Sualk Capital Ltd 83,892 $ 249,998.16 $ 249,998.16 140,979,458.00 Schedule I-A Schedule of Investors Investor Shares Purchased Aggregate Amount of Outstanding Convertible Notes Exchanged for Shares and Warrants Total Gas & Power USA, SAS 1,677,852 $ 4,999,998.96 $ 4,999,998.96 TOTAL 14,177,849 $ 4,999,998.96 $ 37,249,991.06 $ 42,249,990.02 Schedule 2.2 Form of Payment Commitment Letter December 24, 2012 Purchase Price Xxxxxxx (Mauritius) Pte Ltd Les Cascades, Xxxxx Xxxxxx Street Port Louis, Mauritius Dear Investor: Effective today, Amyris, Inc. (the “Company”) is selling shares 28,800,596 $ 66,241,371 $ 66,241,371 Total Energies Nouvelles ActivitésUSA 24,254,811 $ 55,786,065 $ 55,786,065 TOTAL 53,055,407 $ 122,027,435 $ 122,027,435 Schedule I-B Schedule of the Company's Common Stock pursuant to that certain Securities Investors Investor Shares Purchased Aggregate Amount of Outstanding Convertible Notes Exchanged for Shares and Warrants Total Purchase Agreement dated as of December 24, 2012 (the “SPA”) among the Company, Price Xxxxxxx (Mauritius) Pte Ltd ( “Investor”) and the other Purchasers named therein. In connection therewith, the Company and Investor are entering into this letter agreement (this “Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the SPA. The Company and Investor agree to the following:2,060,037 $ 4,738,087 $ 4,738,087 Total Energies Nouvelles ActivitésUSA 6,179,971 $ 14,213,935 $ 14,213,935 TOTAL 8,240,008 $ 18,952,022 $ 18,952,022