0000950123-13-003976 Sample Contracts

SECURITY AGREEMENT
Security Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 16, 2012, is made between Marrone Bio Innovations, Inc., a Delaware corporation (“Debtor”) and Gordon Snyder, an individual (“Snyder”), as collateral agent for the lenders party to the Loan Agreement referred to below (in such capacity, “Secured Party”).

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NOTE PURCHASE AGREEMENT between MARRONE BIO INNOVATIONS, INC. and SYNGENTA VENTURES PTE. LTD. Dated as of December 6, 2012
Note Purchase Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 6th day of December, 2012, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Syngenta Ventures Pte. Ltd., a company incorporated under the laws of the Republic of Singapore (the “Purchaser”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of May, 2013, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and DSM Venturing BV, a company incorporated under the laws of the Netherlands (the “Investor”).

LOAN AGREEMENT
Loan Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

THIS LOAN AGREEMENT (this “Agreement”), dated as of October 2, 2012, is made by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), each of the Lenders named on the signature pages of this Agreement (each a “Lender” and, collectively, the “Lenders”), and Gordon Snyder, an individual (“Snyder”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).

INTERCREDITOR AGREEMENT dated as of December 6, 2012, among MARRONE BIO INNOVATIONS, INC., as the Borrower, GORDON SNYDER, as Warrant Lender Agent, GORDON SNYDER, as Convertible Note Lender Agent, and SYNGENTA VENTURES PTE. LTD., as Noteholder
Intercreditor Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • New York

INTERCREDITOR AGREEMENT dated as of December 6, 2012 (this “Agreement”), among MARRONE BIO INNOVATIONS, INC., a Delaware corporation (the “Borrower”), GORDON SNYDER, as administrative agent and collateral agent for the Warrant Lender Secured Parties (as defined below) (in such capacity, the “Warrant Lender Agent”), GORDON SNYDER, as administrative agent and collateral agent for the Convertible Note Lender Secured Parties (as defined below) (in such capacity, the “Convertible Note Lender Agent”), and SYNGENTA VENTURES PTE. LTD. (the “Noteholder”).

CREDIT FACILITY AGREEMENT
Credit Facility Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

THIS CREDIT FACILITY AGREEMENT (the “Agreement”) is made as of the 14th day of June, 2013, by and between Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and the Investors listed on the Schedule of Investors attached hereto as Exhibit A (the “Investors”).

AMENDMENT AND CONSENT
And • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • California

This Amendment and Consent (the “Amendment and Consent”) is made and entered into as of August 30, 2012, by and among MARRONE BIO INNOVATIONS, Inc., a Delaware corporation (the “Company”), and the entities executing the signature page(s) hereto (the “Investors”).

MARRONE BIO INNOVATIONS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals • Delaware

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 5, 2010, by and among MARRONE BIO INNOVATIONS, INC., a Delaware corporation (the “Company”), the persons and entities holding shares of the Company’s Series A Preferred Stock (“Series A Stock”) listed on Exhibit A hereto (the “Series A Investors”), the persons and entities holding shares of the Company’s Series B Preferred Stock (“Series B Stock”) listed on Exhibit B hereto (the “Series B Investors”), the persons and entities holding shares of the Company’s Series C Preferred Stock (“Series C Stock”) listed on Exhibit C hereto (the “Series C Investors” and collectively with the Series A Investors and the Series B Investors, the “Investors”) and each of Pamela G. Marrone, Julie I. Morris, Richard C. Dorf and Richard E. Rominger (the “Founders”).

FOURTH AMENDMENT TO LEASE
Lease • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals

This FOURTH AMENDMENT TO LEASE is made this 14th day of March 2012, by and between 2121 SECOND STREET INVESTORS, LLC (as “Landlord”) and MARRONE BIO INNOVATIONS, INC., a Delaware Corporation (as “Tenant”) having an office at 2121 Second Street, Suites B104-B108 & A-107, Davis, California.

AMENDMENT AND CONSENT
Marrone Bio Innovations Inc • June 17th, 2013 • Agricultural chemicals • California

THIS AMENDMENT AND CONSENT (the “Amendment and Consent”) is made and entered into as of April 10, 2013, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and Gordon Snyder, an individual, as administrative agent for the Lenders (as defined below) (the “Agent”).

FIFTH AMENDMENT TO LEASE
Lease • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals

This FIFTH AMENDMENT TO LEASE is made this 14th day of March 2012, by and between 2121 SECOND STREET INVESTORS, LLC (as “Landlord”) and MARRONE BIO INNOVATIONS, INC., a Delaware Corporation (as “Tenant”) having an office at 2121 Second Street, Suites B104-B108, A-106 & A-107, Davis, California.

MARRONE BIO INNOVATIONS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Foregoing Agreement • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals

This Convertible Note Purchase Agreement (the “Agreement”) is made this 15th day of March, 2012, by and among Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and the Investors listed on the Schedule of Investors attached hereto as Exhibit A (the “Investors”).

SECOND AMENDMENT TO LEASE
Lease • June 17th, 2013 • Marrone Bio Innovations Inc • Agricultural chemicals

This SECOND AMENDMENT TO LEASE is made this 13th day of November 2008, by and between 2121 SECOND STREET INVESTORS, LLC (as “Landlord”) and MARRONE ORGANIC INNOVATIONS, INC., a Delaware Corporation (as “Tenant”) having an office at 2121 Second Street, Suite B-107, Davis, California.

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