Exhibit 10.01
FIRST ADDENDUM TO THE SHARE PURCHASE AND SALE AGREEMENT
of
SMA INDÚSTRIA QUÍMICA LTDA.
entered into by and among,
on one side,
SÃO MARTINHO S.A.
as Seller and,
on the other side,
AMYRIS BRASIL LTDA.
as Purchaser
and, as intervening consenting party,
SMA INDÚSTRIA QUÍMICA LTDA.
And
AMYRIS INC.
Dated September 1st, 2016.
FIRST ADDENDUM TO THE SHARE PURCHASE AND SALE AGREEMENT
By this instrument,
In the one side, as a seller:
1.SÃO MARTINHO S.A., Brazilian corporation, headquartered at Fazenda São Martinho, in the City of Pradópolis, State of São Paulo, enrolled with the Brazilian Taxpayer's Registry ("CNPJ/MF") under no 51.466.860/0001-56, herein represented in accordance with its By-laws (hereinafter referred to as"Seller");
In the other side, as purchaser:
2.AMYRIS BRASIL LTDA.,Brazilian limited company, headquartered at Rua James Clerk Maxwell, 315, Techno Park, in the City of Campinas, State of São Paulo, Brazil, enrolled with CNPJ/MF under no 09.397.224/0001-20, herein represented in accordancy with its By-laws (hereinafter referred to as "Purchaser");
(Seller and Purchaser jointly referred to as "Parties" and, individually and generally referred to as"Party")
And, as intervening consenting party:
3.SMA INDÚSTRIA QUÍMICA LTDA.,a Brazilian limited liability company, headquartered at Fazenda São Martinho, s/n, in the City of Pradópolis, State of São Paulo, enrolled with CNPJ/MF under no 12.065.083/0001-86, herein represented in accordance with its By-Laws("Company").
4.AMYRIS INC., a company duly organized and existing in accordance with the laws of the State of Delaware, United States of America, with its principal place of business at 5885 Hollis Street, Suite 100, Emeryville, State of California, herein represented in accordance with its By-Laws (hereinafter referred to as "ABI").
Whereas:
I. the parties signed on August 31 date of 2015, the sale and purchase agreement ("Agreement") in which the Seller sold and transferred to the Purchaser the shares it held in the SMA INDÚSTRIA QUÍMICA LTDA.;
II. in the said contract among other obligations were established (i) deadlines to transfer of Purchaser's property assets located in the area of the Seller; (ii) as well as a rental contract for said area and through the same term of the transfer of those assets;
III. the parties have established a new deadline of 16 (sixteen) months to transfer the Purchaser's assets, which shall start on September, 1st of 2016.
The parties agree by mutual consent and in accordance with the legislation in force to establish this First Addendum to the Agreement of Sale and Purchase ("Addendum"), in accordance with the following terms and conditions:
1. The parties agree a new deadline specified in the II Agreement", section 6, clauses "6.1" and "6.2" as follow:
"6.1.transfer of assets. The Purchaser and ABI hereby undertaketotransfer the assets located in the propertytoanother location until December31,2017. The Purchaser, have already providedtoSeller a schedule for the transfer of the assets, evidencing measurestoadapt the transfer of the assets which will be concluded during said period. If the Purchaser and ABI failtocomply with their obligation set forth in the section6.1,the Purchaser and the Company shall be subjecttoa penalty of R$1,500.00 (one thousand and five hundred reais) per day, without prejudicetothe rental amount owed by the Companytothe Seller andtoany other measure that may be taken by Sellertoguarantee the compliance by Purchaser and ABI of their obligation set forth herein.
…
6.2.Rental Agreement. The Parties, the Company and ABI expressly acknowledge that the lease provided for in the Rental Agreement, as amended, was agreed by the Parties, the Company and ABI in light of theJVand the Parties agreedtoamend the term of the rental until December 31,2017 in ordertoallow the Companytotransfer its Assetstoother location. In this regard, the Parties hereby declare and agree that the lease contained in the Rental Agreement, as amended, will under no circumstances be subjecttoany renewal rights.”
2.All the remaining provisions of the "Agreement" that were not expressly amended or rectified hereby should remain valid and in force, being this Addendum an inseparable part of the Agreement.
InWITNESS WHEREOF,the Parties hereto have executed this Addendum as of the date first above written.
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(Signature page of the First Addendum To The Share Purchase And Sale Agreement entered on September 01st, 2016 by and between São Martinho S.A., Amyris Brazil Ltda., Amyris Inc. and SMA Industria Química LTDA.)
Seller:
SÃO MARTINHO S.A.
/s/ ILLEGIBLE | /s/ ILLEGIBLE |
Purchaser:
AMYRIS BRASIL LTDA.
/s/ Eduardo Loosli | /s/ Erica Baumgartner | ||
Eduardo | Erica B |
Intervening Consenting Parties:
AMYRIS INC.
/s/ John Melo | |||
SMA INDÚSTRIA QUÍMICA LTDA.
/s/ Eduardo Loosli | /s/ Erica Baumgartner | ||
Eduardo | Erica B |
Witness: