0001121702-19-000044 Sample Contracts

Yield10 Bioscience, Inc. – COMMON STOCK PURCHASE WARRANT (October 11th, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five and one-half year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yield10 Bioscience, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the s

Yield10 Bioscience, Inc. – ________ SHARES OF COMMON STOCK, _____ SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO _______ SHARES OF COMMON STOCK), WARRANTS EXERCISABLE INTO _______ SHARES OF COMMON STOCK OF YIELD10 BIOSCIENCE, INC. UNDERWRITING AGREEMENT (October 11th, 2019)

The undersigned, Yield10 Bioscience, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Yield10 Bioscience, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Yield10 Bioscience, Inc. – YIELD10 BIOSCIENCE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (October 11th, 2019)