BioAmber Inc. (Form: 10-Q, Received: 05/09/2016 06:07:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35905

BIOAMBER INC.

(Exact name of registrant as specified in its charter)

Delaware

98-0601045

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Jean-François Huc

President and Chief Executive Officer

BioAmber Inc.

1250 Rene Levesque West, Suite 4310

Montreal, Quebec, Canada H3B 4W8

Telephone: (514) 844-8000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨ ( D o n o t c h e c k i f a s m a l l e r r e p o r t i n g c o m p a n y )	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ N o x

As of May 6, 2016, there were 28,781,753 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains or incorporates by reference statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements may contain projections of our future results of operations or of our financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” “plan,” “projected” or the negative of such words or other similar words or phrases. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You are cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to:


	•		the expected funding sources of our future planned manufacturing facilities and the expected timing of the completion of construction and the start of commercial operations at each of these facilities;


	•		our joint venture with Mitsui & Co. Ltd., or Mitsui;


	•		our offtake agreements with Vinmar International Ltd., or Vinmar, related to bio-based 1,4-butanediol, which we refer to as 1,4 BDO or BDO, tetrahydrofuran, which we refer to as THF, and bio-based succinic acid, and with PTTMCC Biochem Company Limited, or PTTMCC Biochem, for bio-succinic acid;


	•		the expected market applications for our products and the sizes of these addressable markets;


	•		our ability to gain market acceptance for bio-succinic acid, its derivatives including 1,4 BDO and THF and other building block chemicals;


	•		our ability to ramp up commercial sales and execute on our commercial expansion plan, including the timing and volume of our future production and sales;


	•		the expected cost-competitiveness and relative performance attributes of our bio-succinic acid and the products derived from it;


	•		our ability to cost-effectively produce and commercialize bio-succinic acid, its derivatives and other building block chemicals;


	•		customer qualification, approval and acceptance of our products;


	•		our ability to maintain and advance strategic partnerships and collaborations and the expected benefits and accessible markets related to those partnerships and collaborations;


	•		the impact of our off-take agreements on our business with our customers, our distributors and our current and future equity partners;


	•		our ability to economically obtain feedstock and other inputs;


	•		the achievement of advances in our technology platform;


	•		our ability to obtain and maintain intellectual property protection for our products and processes and not infringe on others’ rights;


	•		government regulatory and industry certification approvals for our facilities and products;


	•		government policymaking and incentives relating to bio-chemicals; and
	•		our ability to maintain an effective system of internal controls and prevent future material weaknesses or significant deficiencies from occurring;
	•		our ability to maintain and secure adequate funding for our current business activities;

and other risks and uncertainties referenced under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. You sh ould not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do n ot undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or the respective dates of documents incorporated by reference herein or therein that include forward-looking statements.

BIOAMBER INC.

Form 10-Q

Table of Contents

			Page
	Special Note Regarding Forward-looking Statements		2
Part I—Financial Information
Item 1.		Condensed Consolidated Financial Statements (Unaudited)	5
		Consolidated Statements of Operations (Unaudited)	5
		Consolidated Statements of Comprehensive Loss (Unaudited)	6
		Consolidated Balance Sheets (Unaudited)	7
		Consolidated Statements of Shareholders’ Equity (Unaudited)	8
		Consolidated Statements of Cash Flows (Unaudited)	9
		Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.		Controls and Procedures	34
Part II—Other Information
Item 1.		Legal Proceedings	35
Item 1A.		Risk Factors	35
Item 2.		Use of Proceeds	35
Item 5.		Other Information	35
Item 6.		Exhibits	37
Signatures			38

PART I—FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

BIOAMBER INC.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2016			2015
	$			$
Revenues
Product sales		1,458,485			367,249
Total revenues		1,458,485			367,249
Cost of goods sold excluding depreciation and amortization		3,062,390			310,089
Gross (loss) profit		(1,603,905	)		57,160
Operating expenses
General and administrative		2,623,663			2,627,565
Research and development, net		1,849,142			4,608,745
Sales and marketing		1,156,181			1,152,722
Depreciation of property and equipment and amortization of intangible assets		1,153,451			71,840
Foreign exchange loss		121,070			55,952
Operating expenses		6,903,507			8,516,824
Operating loss		8,507,412			8,459,664
Amortization of debt discounts		601,035			66,250
Financial charges (income), net (Note 9)		3,445,946			570,858
Other (income) expense, net		(24,691	)		(21,567	)
Loss before income taxes		12,529,702			9,075,205
Income taxes (Note 13)		6,038			33,319
Net loss		12,535,740			9,108,524
Net loss attributable to:
BioAmber Inc. shareholders		10,945,687			8,398,230
Non-controlling interest		1,590,053			710,294
		12,535,740			9,108,524
Net loss per share attributable to BioAmber Inc. shareholders - basic and diluted	$	0.39		$	0.38
Weighted-average of common shares outstanding - basic and diluted		28,181,753			21,837,592

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Statements of Comprehensive Loss
(Unaudited)

	Three Months Ended March 31,
	2016			2015
	$			$
Net loss		12,535,740			9,108,524
Foreign currency translation adjustment		(6,555,010	)		6,885,834
Total comprehensive loss		5,980,730			15,994,358
Total comprehensive loss attributable to:
BioAmber Inc. shareholders		6,660,983			11,595,580
Non-controlling interest		(680,253	)		4,398,778
		5,980,730			15,994,358

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Balance Sheets

(Unaudited)

	As of			As of
	March 31,			December 31,
	2016			2015
	$			$
Assets
Current assets
Cash and Cash equivalents		14,058,710			6,973,591
Accounts receivable		1,430,032			978,634
Inventories (Note 3)		2,187,563			1,749,224
Prepaid expenses and deposits		900,048			579,864
Valued added tax, income taxes and other receivables		1,561,104			562,800
Total current assets		20,137,457			10,844,113
Property and equipment, net (Note 4)		129,126,842			122,542,688
Investment in equity method and cost investments (Note 2)		447,035			447,035
Intangible assets, net (Note 5)		6,300,731			6,352,091
Goodwill		625,364			625,364
Restricted cash		575,925			540,975
Deferred financing costs		469,616			434,941
Total assets		157,682,970			141,787,207

Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 6)		4,733,532			15,834,274
Income taxes payable (Note 13)		95,082			112,256
Deferred grants (Note 8)		3,664,412			3,437,791
Short-term portion of long-term debt (Note 7)		10,104,215			10,297,542
Total current liabilities		18,597,241			29,681,863
Long-term debt (Note 7)		28,082,475			28,491,549
Warrants financial liability (Note 12)		15,066,327			12,231,906
Other long-term liabilities		459,881			443,135
Total liabilities		62,205,924			70,848,453
Commitments and contingencies (Note 10)
Redeemable non-controlling interest (Note 11)		42,989,888			24,583,636
Equity
Share capital
Common stock:
$0.01 par value per share; 250,000,000 authorized, 28,781,753 and 26,181,753 issued and outstanding at March 31, 2016 and December 31, 2015, respectively		287,817			261,817
Additional paid-in capital		271,559,194			258,792,171
Warrants		748,075			748,075
Accumulated deficit		(209,235,584	)		(198,289,897	)
Accumulated other comprehensive loss		(10,872,344	)		(15,157,048	)
Total BioAmber Inc. shareholders’ equity		52,487,158			46,355,118
Total liabilities and equity		157,682,970			141,787,207

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Statements of Shareholders’ Equity

(in U.S. dollars, except for shares data)

(Unaudited)

	Common stock				Additional paid-in capital		Warrants						Accumulated deficit			Accumulated other comprehensive loss			Total shareholders' equity
	Shares		Par value				Shares			Par value
			$		$					$			$			$			$
Balance at December 31, 2015		26,181,753		261,817		258,792,171		491,236			748,075			(198,289,897	)		(15,157,048	)		46,355,118
Stock-based compensation (Note 12)		—		—		949,961		—			—			—			—			949,961
Issuance of shares , net of issuance costs		2,600,000		26,000		11,817,062		—			—			—			—			11,843,062
Net loss		—		—		—		—			—			(10,945,687	)		—			(10,945,687	)
Foreign currency translation		—		—		—		—			—			—			4,284,704			4,284,704
Balance at March 31, 2016		28,781,753		287,817		271,559,194		491,236			748,075			(209,235,584	)		(10,872,344	)		52,487,158

Balance at December 31, 2014		21,836,046		218,360		220,460,559		1,249,126			2,949,018			(161,465,910	)		(4,632,628	)		57,529,399
Stock-based compensation (Note 12)		—		—		1,507,695		—			—			—			—			1,507,695
Warrants exercised/expired		2,625		26		4,836		(2,695	)		(2,048	)		—			—			2,814
Net loss		—		—		—		—			—			(8,398,230	)		—			(8,398,230	)
Foreign currency translation		—		—		—		—			—			—			(3,197,350	)		(3,197,350	)
Balance at March 31, 2015		21,838,671		218,386		221,973,090		1,246,431			2,946,970			(169,864,140	)		(7,829,978	)		47,444,328

The accompanying notes are integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2016			2015
	$			$
Cash flows from operating activities
Net loss		(12,535,740	)		(9,108,524	)
Adjustments to reconcile net loss to cash:
Stock-based compensation		949,961			1,507,695
Depreciation of property and equipment and amortization of intangible assets		1,153,451			71,840
Amortization of debt discounts		601,035			66,250
Other long-term liabilities		(310	)		11,250
Financial charges (income), net (Note 9)		2,448,757			(8,077	)
Changes in operating assets and liabilities
Change in accounts receivable		(312,139	)		56,467
Change in inventories		(346,350	)		(178,105	)
Change in prepaid expenses and deposits		(265,060	)		76,273
Change in value added tax, income taxes and other receivables		(961,658	)		1,400,142
Change in accounts payable to ARD		—			(983,465	)
Change in accounts payable and accrued liabilities		(11,016,301	)		1,165,302
Net cash used in operating activities		(20,284,354	)		(5,922,952	)
Cash flows from investing activities
Acquisition of property and equipment and intangible asset		(26,082	)		(29,055,502	)
Investment in equity method and cost investments (Note 2)		—			(412,864	)
Net cash used in investing activities		(26,082	)		(29,468,366	)

Cash flows from financing activities
Deferred financing costs		(197,789	)		(144,260	)
Issuance of long-term debt (Note 7)		—			5,415,545
Repayment of long-term debt (Note 7)		(2,382,533	)		—
Government grants (Note 8)		—			4,075,947
Net proceeds from issuance of common shares		11,859,175			2,814
Proceeds from issuance of shares by a subsidiary (Note 11)		17,725,999			2,062,458
Net cash provided by financing activities		27,004,852			11,412,504
Foreign exchange impact on cash		390,703			(1,038,861	)
Increase (decrease) in cash		7,085,119			(25,017,675	)
Cash and cash equivalents, beginning of period		6,973,591			51,042,752
Cash and cash equivalents, end of period		14,058,710			26,025,077
Supplemental cash flow information:		—
Non-cash transactions:
Construction in-progress costs and fixed assets not yet paid		15,474			13,753,341
Amortization of debt discounts capitalized to fixed assets		—			412,061
Interest paid		434,714			488,195

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Securities and Exchange (“SEC”) rules and regulations and using the same accounting policies as described in Note 2 of the audited consolidated financial statements included in BioAmber Inc. (BioAmber or the Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2015, except for the adoption of the Accounting Standard Update 2015-03, as referenced in paragraph Retrospective changes below. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The Company’s management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2016 or any other future period.

Risk and uncertainties

BioAmber is an industrial biotechnology company producing sustainable chemicals. The Company’s activities since inception have consisted principally of raising capital for performing research and development activities, developing markets related to its bio-succinic acid product and derived products, acquiring technology patents, producing and selling bio-succinic acid from a large-scale demonstration facility in Pomacle, France and from its Sarnia facility , and building its Sarnia facility. The attainment of profitable operations is dependent upon future events, including operation of the commercial-scale manufacturing facility in Sarnia, Ontario, further advancing its existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure , gaining market acceptance for its bio-succinic acid, its derivatives and other building block chemicals, obtaining adequate financing to complete its development activities, and attracting and retaining qualified personnel.

Retrospective changes

The Company adopted Accounting Standards Update ("ASU") 2015-03 Simplifying the Presentation of Debt Issuance Costs, on a retrospective basis in the three months ended March 31, 2016. In accordance with the adoption of this guidance, prior year amounts related to deferred debt issuance costs associated with long-term debt have been adjusted for the retrospective change in accounting principle. As of December 31, 2015, the Company has reclassified $1.3 million of deferred financing costs associated with long-term debt in the consolidated balance sheet, against the long-term debt. Refer to Note 7 for further information.

N et loss per share

The Company computes net loss per share in accordance with FASB ASC 260, Earnings per share , under which basic net loss per share attributable to common shareholders is computed by dividing net loss attributable to common shareholders by the basic weighted-average number of common shares outstanding during the period. Shares issued and reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share (“EPS”) is similar to the computation of the basic EPS except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all of the potentially dilutive shares of common stock had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends and the after-tax amount of interest recognized in the period associated with any convertible debt. The numerator is also adjusted for any other changes in income or loss that would result from the assumed conversion of those potential shares of common stock such as profit-sharing expenses. Common equivalent shares are excluded from the diluted EPS calculation if their effect is anti-dilutive. Losses have been incurred in each period since inception; accordingly, diluted loss per share is not presented.

Recently adopted and recently issued accounting guidance

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition - Revenue from Contracts with Customers, which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU-2015-11”). ASU 2015-11 applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in ASU 2015-11 more closely align the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards (“IFRS”). ASU 2015-11 is effective for fiscal years beginning after December 31, 2016. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

2. Equity and Cost Investments

Sinoven, the Company’s wholly-owned subsidiary and a third-party, NatureWorks LLC, are both 50% holders of the joint venture AmberWorks.

AmberWorks had a net loss of $nil for the three months ended March 31, 2016 and 2015, respectively. Sinoven’s share of the net loss amounted to $nil for those periods.

AmberWorks had total assets of $69,202 and total liabilities of $nil as of March 31, 2016 and December 31, 2015, respectively. Sinoven’s share of net assets amounted to $34,601 as of those periods, respectively.

On February 5, 2015, the Company invested $412,434 (CAD$ 500,000) in Comet Biorefining Inc., a start-up private company, which represented a 6.6% ownership interest. This investment is recorded using the cost investment method.

3. Inventories

	March 31,		December 31,
	2016		2015
	$		$
Finished goods		1,254,208		904,846
Work in progress		80,901		94,675
Raw material		699,872		610,773
Supplies and spare parts		152,582		138,930
Total		2,187,563		1,749,224

4. Property and equipment

	Estimated
	Useful	March 31,			December 31,
	Life	2016			2015
	(years)
		$			$
Land			274,127			242,957
Building	40		90,426,780			85,597,851
Machinery and equipment	5 - 20		33,308,341			31,407,524
Furniture and fixtures	5 - 8		127,881			122,285
Computers, office equipment and peripherals	3 - 7		189,361			182,720
Leasehold improvement	10		350,824			330,283
Construction in-progress			6,828,748			5,902,054
			131,506,062			123,785,674
Less: accumulated depreciation			(2,379,220	)		(1,242,986	)
Property and equipment, net			129,126,842			122,542,688

Depreciation expense is recorded as an operating expense in the consolidated statements of operations and amounted to $1,100,510 and $60,178 for the three months ended March 31, 2016 and 2015, respectively.

5. Intangible assets

	March 31,			December 31,
	2016			2015
	$			$

License with indefinite-lived		3,106,767			3,106,767
Acquired licenses with definite-lived		3,017,550			3,017,550
Computer software and licenses		404,888			398,048
Less: accumulated amortization		(228,474	)		(170,274	)
Intangible assets, net		6,300,731			6,352,091

Amortization expense is recorded as an operating expense in the consolidated statements of operations and amounted to $52,941 and $11,662 for the three months ended March 31, 2016 and 2015, respectively.

6. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consisted of the following:

	March 31,		December 31,
	2016		2015
	$		$
Trade accounts payable		2,157,901		12,006,592
Accrued payroll and bonus		693,381		1,049,637
Consulting and legal fees		1,241,699		2,021,858
Accrued interest		221,905		282,506
Other		418,646		473,681
Total		4,733,532		15,834,274

7. Long-term debt

Project Financing

The Company entered into the following facilities to fund the construction of the manufacturing facility in Sarnia, Ontario:

Sustainable Jobs and Investment Fund (“SJIF”)

On September 30, 2011, BioAmber Sarnia and the Minister of Economic Development and Trade of Ontario, Canada (Sustainable Jobs Innovation Fund) entered into an agreement pursuant to which a loan in the amount of CAD$15,000,000, or $11,518,500 when converted into U.S. dollars as of March 31, 2016, was granted to BioAmber Sarnia, according to the following principal terms:

●

the loan is interest free during the first five years provided BioAmber Sarnia creates or retains an average of 31 jobs per year, calculated on an annual basis;

●

the loan will bear interest from the fifth anniversary date of its disbursement at an annual rate of 3.98% (or 5.98% if BioAmber Sarnia does not fully achieve the cumulative job target for the first five years);

●

the principal will be repayable in five annual equal installments from the sixth anniversary date of the disbursement of the loan;

●

the loan is secured by a guarantee from BioAmber and Mitsui & Co., Ltd., the non-controlling shareholder of BioAmber Sarnia (the guarantee being limited to its percentage of ownership held in BioAmber Sarnia); and

●

the loan is secured by (i) a general security agreement representing a valid charge on BioAmber Sarnia’s present and future accounts receivable, inventory, equipment and other personal property and (ii) a valid charge against the leasehold interest on the portion of the real property located in Sarnia Ontario, Canada and leased to BioAmber Sarnia.

During the period ended March 31, 2016 and 2015, BioAmber Sarnia received nil and a total of CAD$ 7,750,000, or $5,951,225 when converted into U.S. dollars as of March 31, 2016, respectively.

As of March 31, 2016, all disbursements were received. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was between 12% and 15%, being the interest rates a loan with similar terms and conditions would carry.

The difference between the face value of the loan and the discounted amount of the loan was recorded as a short-term deferred grant and subsequently reclassified to reduce the cost of construction in-progress.

The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan.

ii)

Sustainable Chemistry Alliance (“SCA”)

In November 2011, BioAmber Sarnia entered into a loan agreement with SCA in the amount of CAD$500,000, or $383,950 when converted into U.S. dollars as of March 31, 2016. The loan was interest free until November 30, 2013, and the unpaid balance of the loan subsequently bears interest at the rate of 5% per annum compounded monthly. The loan’s principal is repayable in 20 equal quarterly installments of CAD$25,000 from November 2015 to November 2020. The loan agreement contains various legal and financial covenants including i) third party credit facilities which cannot exceed CAD$45 million in the aggregate as long as any principal of the loan remains outstanding, ii) the funds are to be used for research and development expenses only and iii) dividends may not be declared or paid without the consent of the lender. The loan agreement was amended to increase the third party credit

facilities from CAD$45 million to CAD$60 million in the aggregate in June 2014, and s ubsequently from CAD$60 million to CAD$67.5 million in the aggregate in March 2016. These covenants were met as of March 31, 2016.

The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry.

The difference between the face value of the loan and the discounted amount of the loan was recorded as a deferred grant, and subsequently reclassified against operating expenses during the period ended December 31, 2015.

The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan.

iii)

Federal Economic Development Agency (“FEDDEV”)

On September 30, 2011, BioAmber Sarnia and FEDDEV entered into a contribution agreement pursuant to which a loan of up to a maximum amount of CAD$12,000,000 or $9,214,800 when converted into U.S. dollars as of March 31, 2016, was granted to BioAmber Sarnia. The loan is non-interest bearing with original repayment of principal from October 2013 to October 2018 in 60 monthly installments. The repayment terms were later modified as described below.

The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. In addition the following specific covenants also apply:

(a)

the Company will carry appropriate amounts of liability and casualty insurance during the duration of the loan agreement;

(b)

the Company will file for and obtain all necessary permits and licenses from all required jurisdictional authorities in order to build the facility;

(c)

the Company will not alter the project nor project management without prior written consent of the Minister;

(d)

the Company will complete the project to the Minister’s satisfaction by the completion date; and

(e)

the Company will not allow change of control without prior written consent of the Minister.

These covenants were met as of March 31, 2016.

On March 20, 2013, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from the period October 2013 to October 2018, to the period October 2014 to October 2019. The Company recorded the impact of the amendment in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments . Accordingly, the amendment was recorded as a debt extinguishment and the issuance of new debt, with new terms. As a result, the Company recognized a gain on debt extinguishment of $314,305.

During May 2014, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from the period October 2014 to October 2019, to the period from October 2015 to October 2020. The Company recorded the impact of the amendment in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments . Accordingly, the amendment was recorded as a debt extinguishment and the issuance of new debt, with new terms. As a result, the Company recognized a gain on debt extinguishment of $451,450.

During the period ended March 31, 2016 and 2015, BioAmber Sarnia received nil and a total of CAD$1,445,000, or $1,109,616 when converted into U.S. dollars as of March 31, 2016, respectively.

iv)

Minister of Agriculture and Agri-Food of Canada (“AAFC”)

On March 10, 2014, BioAmber Sarnia entered into a repayable contribution agreement in the form of a non-interest bearing loan with the Minister of Agriculture and Agri-Food of Canada in the amount of CAD$10 million, or $7,679,000 when converted into U.S. dollars as of March 31, 2016, for the AgriInnovation Program. This loan provides for progressive disbursements as eligible costs are incurred for building construction, installation of equipment and start-up and commissioning of the Sarnia facility. The loan is repayable in equal, monthly installments beginning March 31, 2016 through March 31, 2026 and it contains various legal and financial covenants ordinarily found in such government agency loan agreements. These covenants were met as of March 31, 2016.

During the three months ended March 31, 2016 and 2015, BioAmber Sarnia received nil and an amount of CAD$2,745,000 or, 2,107,886 when converted in U.S. dollars as of March 31, 2016, respectively

As of March 31, 2016, all disbursements were received. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry.

Comerica Bank, Export Development Canada and Farm Credit Canada (“EDC”)

On June 20, 2014, BioAmber Sarnia signed a loan agreement with a financial consortium, comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for a senior secured loan in the principal amount of CAD$20.0 million, which was disbursed on May 12, 2015. The loan’s principal is repayable in 26 equal, quarterly installments beginning on September 30, 2015, and at floating interest rate per annum based on the greater of (i) the Canadian prime rate and (ii) the Canadian dealer offered rate plus 1%, in either case plus an interest spread of 5%. There was an initial interest-only period from draw down of the term loan until the first payment of principal. The disbursement of the loan, net of a 2.5% upfront loan fee CAD$500,000, or $383,950 when converted into U.S. dollars as of March 31, 2016, was recorded as debt discount and will be amortized over the estimated term of the loan using the effective interest method. BioAmber Sarnia paid a 1.0% per annum commitment fee on the undrawn amount, until the drawdown.

The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a grant applied as reduction of the cost of construction in-progress.

BioAmber Sarnia may prepay all or a portion of the loan outstanding from and after the date of the first principal repayment, without penalty.

BioAmber Sarnia’s obligations under the loan are secured by (i) a security interest on all of BioAmber Sarnia’s assets and (ii) a pledge of all the shares of BioAmber Sarnia. In addition, the Company will provide the lenders with a guarantee representing 70% of the secured obligations under the loan, and Mitsui & Co., Ltd. will provide a guarantee representing 30% of the secured obligations under the loan that is capped at CAD$6.0 million plus all accrued interest on the secured obligations and fees and expenses. The proceeds of the loan were used by BioAmber Sarnia to complete the ongoing construction of the Sarnia Plant and fund its startup and commissioning.

The loan agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings, including in connection with the disbursement of the loan. The financial covenants require BioAmber Sarnia to maintain a minimum debt service ratio of 1.75 on a historical basis, at the end of any and each quarter during the term of the loan following the commercial operation date of the Sarnia facility. The agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the loan, the failure to comply with certain covenants and agreements specified in the agreement, the occurrence of a material adverse effect, defaults in respect of certain other indebtedness and agreements, and certain events of insolvency. If an event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the loan may become due and payable immediately . All applicable covenants as of March 31, 2016 have been met.

vi)

Tennenbaum Capital Partners, LLC (“TCP”)

On December 17, 2014, the Company entered into a Loan and Security Agreement (the “Agreement”) with funds managed by TCP. The proceeds received were used to repay in full, the Loan and Security Agreement with Hercules Technology Growth Capital Inc. (“HTGC”) that was entered into on June 27, 2013, and for general corporate purposes.

The senior secured term loan of $25 million (the “Facility”) was funded on December 18, 2014, net of a 2.0% commitment fee. The term loan is repayable over 36 months after closing at a floating interest rate per annum that is the greater of 9.50% or the 3 month LIBOR rate plus 9.27%, and is subject to an end of term charge of 8.25% based on the $25 million loaned payable on the date on which the term loan is paid or becomes due and payable in full. There was an initial interest-only period until September 30, 2015. At its option, the Company may prepay some or all of the loan balance, subject to a prepayment fee equal to 3% of the amount prepaid during the term of the Agreement (and a pro rata portion of the end of term charge if the prepayment is less than the full amount of the Facility).

The loan obligations are secured by a security interest on substantially all of the Company’s assets (subject to certain exceptions), including its intellectual property, but excluding certain identified licenses from third parties and its equity intere st in its subsidiary, BioAmber Sarnia subject to the conditions specified in the Agreement. The security interest does not apply to any assets owned by BioAmber Sarnia, the entity that owns the Company’s Sarnia facility .

The Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the Facility, the failure to comply with certain covenants and agreements specified in the Agreement, the occurrence of a material adverse change, defaults in respect of certain other indebtedness, and certain events of insolvency. In addition, the expiration, termination or unavailability of the Company’s license agreements with Cargill, Inc. are deemed to be a default under the Agreement. The Company was required to maintain at least $12.5 million in unrestricted cash. The Company is required to cause its subsidiary BioAmber Sarnia to make certain cash distributions to its shareholders on a quarterly basis beginning January 1, 2016, within the terms of the BioAmber Sarnia Joint Venture Agreement unless prohibited by applicable law or the BioAmber Sarnia financing agreements, such that amounts of cash will not accumulate in BioAmber Sarnia. If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Facility may become due and payable immediately. These covenants were met as of March 31, 2016.

On July 29, 2015, the Company signed an amendment to the TCP loan agreement (the “TCP Amendment”) to increase the permitted investment in BioAmber Sarnia from $10 million to $25 million after July 29, 2015. In exchange, the restricted cash balance requirement increased from $12.5 million to $15 million from July 29, 2015 to December 31, 2015. There is the possibility for the restricted cash balance to decrease to $12.5 million prior to December 31, 2015, if the Company’s revenues exceeds a minimum threshold or if certain conditions are met. Pursuant the TCP Amendment, a fee of $250,000 was paid during the three months ended September 30, 2015, and during the three months ended March 31, 2016.

On December 16, 2015, the Company signed another amendment to the TCP loan agreement to prepay approximately $12.5 million of the outstanding principal amount of the loan (the “Early Paydown”), bringing the principal outstanding balance of the loan to $10.0 million as of that date. Further, pursuant to the amendment, the requirement that the Company maintain a minimum cash balance was eliminated.

In addition, in connection with the Early Paydown, the Company paid half of the end of term charge of $514,781, and the prepayment fee of $374,386 and the remaining other half of the end of term fee associated with the Early Paydown was deferred, interest free, until the closing of the public offering in January 2016. Beginning with the payment due on February 1, 2016, the outstanding principal balance of the loan shall be repaid in equal monthly installments so that all pr incipal and interest accrued thereon shall be repaid on the maturity date, which is December 1, 2017. In addition, pursuant to this amendment, the amount of indebtedness that the Company is permitted to allow BioAmber Sarnia to incur increased to CAD $72.5 million less the aggregate repayments of principal on such indebtedness.

The balance of the outstanding long-term debt is as follows:

	March 31,			December 31,
	2016			2015
	$			$
Sustainable Chemistry Alliance:
Face value (CAD $450,000)		345,555			342,618
Less: debt discount		(185,766	)		(174,493	)
Amortization of debt discount		119,331			106,312
Less: short-term portion of debt		(76,790	)		(72,130	)
		202,330			202,307

Sustainable Jobs and Investment Fund:
Face value (CAD $15,000,000)		11,518,500			10,819,500
Less: debt discount		(5,277,058	)		(4,956,820	)
Amortization of debt discount		1,194,421			912,491
		7,435,863			6,775,171

Federal Economic Development Agency:
Face value (CAD $10,800,000)		8,293,320			8,222,820
Less: debt discount		(3,270,089	)		(3,071,644	)
Less: short-term portion of debt		(1,842,960	)		(1,731,120	)
Gain on debt extinguishment		(620,775	)		(583,103	)
Amortization of debt discount		1,799,357			1,489,949
		4,358,853			4,326,902

Minister of Agriculture and Agri-Food Canada:
Face value (CAD $10,000,000)		7,679,000			7,213,000
Less: debt discount		(3,644,549	)		(3,423,379	)
Amortization of debt discount		470,404			504,531
Less: short-term portion of debt		(767,900	)		(661,743	)
		3,736,955			3,632,409

Tennenbaum Capital Partners, LLC :
Face value		9,195,542			10,000,000
Less: debt discount (1)		(1,179,505	)		(925,000	)
Amortization of debt discount (1)		372,346			268,105
End of term charge		129,119			514,780
Less: short-term portion of debt		(5,053,796	)		(5,058,318	)
		3,463,706			4,799,567

EDC:
Face value (CAD $17,692,308)		13,585,923			13,871,154
Less: debt discount (2)		(2,812,773	)		(2,775,630	)
Amortization of debt discount (2)		474,387			433,900
Less: short-term portion of debt		(2,362,769	)		(2,774,231	)
		8,884,768			8,755,193
Long-term debt, net		28,082,475			28,491,549


[1]		Includes deferred debt financings costs of $679,505 and $425,000 as of March 31, 2016 and December 31, 2015, respectively, and amortization of debt financing costs of $164,013 and $101,437, as a result of the retrospective adoption of Accounting Standard Update (ASU) 2015-03 on January 1,2016. Prior to the ASU adoption, deferred debt issuance costs were presented in deferred financing costs.
[2]		Includes deferred debt financings costs of $1,152,811 and $1,082,853 as of March 31, 2016 and December 31, 2015, respectively, and amortization of debt financing costs of $156,615 and $106,428, as a result of the retrospective adoption of Accounting Standard Update (ASU) 2015-03 on January 1,2016. Prior to the ASU adoption, deferred debt issuance costs were presented in deferred financing costs.

The principal repayments of the outstanding loans payable are as follows:

	SCA		SJIF		FEDDEV		AAFC		TCP		EDC		Total
	$		$		$		$		$		$		$
April 2016 - March 2017		76,790		—		1,842,960		767,900		5,053,796		2,362,769		10,104,215
April 2017 - March 2018		76,790		—		1,842,960		767,900		4,141,746		2,362,769		9,192,165
April 2018 - March 2019		76,790		2,303,700		1,842,960		767,900		—		2,362,769		7,354,119
April 2019 - March 2020		76,790		2,303,700		1,842,960		767,900		—		2,362,769		7,354,119
April 2020 and thereafter		38,395		6,911,100		921,480		4,607,400		—		4,134,847		16,613,222
Total		345,555		11,518,500		8,293,320		7,679,000		9,195,542		13,585,923		50,617,840

8. Deferred Grant

As of March 31, 2016 and December 31, 2015, the Company has the following deferred grant:

a) Sustainable Development Technology Canada (“SDTC”)

Grant from Sustainable Development Technology Canada to BioAmber Sarnia in the amount of CAD$14,500,000, or $11,134,550 when converted into U.S. dollars as of March 31, 2016, with progressive disbursements according to the terms of the agreement and milestones as follows:

Detailed Engineering Package, Construction and Procurement. The Company fulfilled this Milestone in October 2012.

II a) Re-engineering of the Production Process and Plant Design. The Company fulfilled this Milestone in 2014.

II b) Engineering Site Preparation and General Contractor Selection. The Company fulfilled this Milestone in 2014.

III. Engineering, Procurement of Equipment and Construction of the Plan. The Company fulfilled this Milestone in June 2015

IV . Commissioning, Start-up and Optimization of the manufacturing facility, expected to be in 2016.

The grant is non-reimbursable by BioAmber Sarnia except upon the occurrence of certain events of default defined in the agreement.

Milestone I, II a) and II b) were fulfilled on or prior December 31, 2014. On May 26, 2015, BioAmber Sarnia completed the milestone III and received the advance on Milestone IV of CAD$ 4,769,354, or $3,664,412 when converted into U.S. dollars as of March 31, 2016. The Milestone III was reclassified from deferred grants reducing the cost of construction in-progress and the advance on Milestone IV was recorded as a deferred grant as of March 31, 2016. The amounts received above are net of a holdback of CAD$1,437,715 or $1,104,021 when converted into U.S. dollars as of March 31, 2016. The holdback is expected to be received at the completion of the Milestone IV.

9. Financial charges (income), net

	Three Months
	ended
	March 31,
	2016			2015
	$			$
End of term charge on long-term debt (Note 7 vi)		129,117			171,875
Interest on long-term debt		490,605			593,750
Revaluation of the warrants financial liability (Note 12)		2,834,421			(179,952	)
Other interest charge (income), net		(8,197	)		(14,815	)
Total financial charges (income), net		3,445,946			570,858

10. Commitments and contingencies

Leases

The Company leases its premises and other assets under various operating leases. As of March 31, 2016, leases payments for the next nine months of 2016, and on a twelve months basis for the remaining years are the following:

	March 31, 2016
	$
2016		118,787
2017		140,900
2018		143,579
2019		151,737
2020		163,158
Thereafter		242,698

Royalties

The Company has entered into exclusive license agreements that provide for the payment of royalties in the form of up-front payments, minimum annual royalties, and milestone payments. The Company has the right to convert such exclusive agreements into non-exclusive agreements without the right to sublicense and without the obligation to pay minimum royalties. As of March 31, 2016, the royalty payments commitments for the next nine months of 2016, and on a twelve months basis for the remaining years are the following:

	March 31, 2016
	$
2016		875,000
2017		850,000
2018		850,000
2019		550,000
2020		550,000
Thereafter		5,425,000

The royalties which the Company owes are in return for the use or development of proprietary tools, patents and know-how and the actual expenses incurred amounted to a total of $51,039 and $ 127,040 for the three months ended March 31, 2016 and 2015, respectively, and are included in research and development expenses in the consolidated statements of operations.

Purchase Obligations

BioAmber Sarnia has entered into a steam supply agreement with LANXESS Inc., under which, BioAmber Sarnia has agreed to pay a Monthly Take or Pay fee during the term of the contract, which will vary upon the natural gas price index. An amount of CAD$750,000 or $575,925 when converted into U.S. dollars as of March 31, 2016 is held in an escrow account as a guarantee for the supply agreement. BioAmber Sarnia has also entered into a service agreement with LANXESS Inc. under which minimum yearly payments are required. As of March 31, 2016, purchase obligations commitments for the next nine months of 2016, and on a twelve months basis for the remaining years are the following:

	March 31, 2016
	$
2016		1,004,827
2017		1,944,702
2018		1,944,702
2019		1,944,702
2020		1,944,702
Thereafter		4,773,718

Litigation

As of March 31, 2016 there were no outstanding claims or litigation.

11. Redeemable non-controlling interest

On January 24, 2014, the Company signed an amended and restated joint venture agreement (the “Amended JV Agreement”) with Mitsui & Co. Ltd. related to the Sarnia joint venture. Under the Amended JV Agreement, Mitsui invested an additional $8.1

million (CAD$9 million) on January 29 , 2014 in BioAmber Sarnia to maintain its 30% ownership. The Amended JV Agreement also revised each party’s rights and obligations under the buy/sell provisions of the Agreement, including a put option exercisable at Mitsui’s sole discretion that requires the Company to purchase Mitsui’s equity for a purchase price of 50% of Mitsui’s equity in the joint venture. This option remains in effect until December 31, 2018. As a result of the Amended JV Agreement, the Company’s previously recorded non-controlling i nterest in BioAmber Sarnia joint venture of $2.1 million as at December 31, 2013 in shareholders’ equity on the consolidated balance sheet, was re-classified to redeemable non-controlling interest in temporary equity on the Company’s consolidated balance s heets, at the greater of the carrying value or the redemption value, in accordance with FASB ASC 480-10-S99.

On February 6, 2015, Mitsui invested an additional $2.0 million (CAD$2.6 million) of equity in BioAmber Sarnia. Mitsui invested additional amounts of $1.1 million (CAD $1.3 million) on April 30, 2015 and May 14, 2015.

On February 8, 2016, the Company together with its subsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into a binding Term Sheet (the “Term Sheet”) with Mitsui pursuant to which Mitsui agreed to provide BioAmber Sarnia with additional capital contributions for an aggregate amount of $17.7 million (CAD$25 million), which increases Mitsui’s share ownership to 40.8%. As a result of Mitsui’s additional capital contribution, BioAmber Sarnia agreed to increase the size of its Board of directors from five to six members, and BioAmber and Mitsui have the right to designate three members each. All Board decisions will have to be approved by the affirmative vote of a simple majority of the BioAmber Sarnia Board members, except that with respect to the following matters, which BioAmber, as the controlling shareholder of BioAmber Sarnia, will have the right to make a final decision: (i) the approval and any amendment to any annual budget, including capital expenditures required to maintain the plant in operation, (ii) the hiring and firing of BioAmber Sarnia personnel and their compensation, and (iii) the execution of any raw material or utility supply agreements that are needed in the ordinary course of business. BioAmber also agreed that in the event that Mitsui’s equity stake in BioAmber Sarnia increases to above 45% in the future, BioAmber would no longer have the deciding votes described in the preceding sentence.

As of March 31, 2016, the estimated redemption value of the redeemable non-controlling interest was $27.1 million.

The following table reflects the activity of the redeemable non-controlling interest:

Balance, December 31, 2015	24,583,636
Mitsui’s additional capital contribution	17,725,999
Net loss attributable to redeemable NCI	(1,590,053	)
Accumulated other comprehensive loss attributable to NCI	2,270,306
Balance at March 31, 2016	42,989,888

Balance, December 31, 2014	24,190,412
Mitsui’s additional capital contribution	2,062,458
Net loss attributable to NCI	(710,294	)
Accumulated other comprehensive income attributable to NCI	(3,688,484	)
Balance at March 31, 2015	21,854,092

12. Share capital

Secondary Public Offering

On January 15, 2016, the Company completed the closing of another follow-on public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share. The gross aggregate proceeds from this secondary public offering were approximately $13.0 million, with net proceeds of approximately $11.9 million, after deducting underwriting discounts and commissions and expenses payable by the Company. This public offering also triggered an adjustment to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants, refer to section Warrants financial liability below for details. On May 6, 2015, the Company completed a public offering and issued 3,900,000 shares of common stock, at an offering price of $9.00 per share. The total net proceeds from the public offering, after deducting underwriting discounts and offering expenses was approximately $32.8 million. These public offerings triggered adjustments to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants (refer to section Warrants financial liability below for details)

Warrants financial liability

June 2009 & April 2011 Warrants

On June 22, 2009, the Company issued 208,950 warrants at an exercise price of $5.74 per share in connection with a financing transaction, with an estimated fair value of $1,045,307. On April 11, 2011, the Company issued 94,745 warrants at an exercise price of $10.55 per share with a fair value of $810,448 in connection with a second financing transaction. Those warrants contain anti-dilution protection in the event securities are sold at a lower price than the warrant’s original exercise price. The anti-dilution protection contains a price adjustment and an adjustment to the number of warrants. The fair value of the warrants are classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. A non-cash reclassification from equity to liability was recorded in the third quarter 2015.

Following the May 2015 public offering, the exercise price per share of the April 2011 Warrants were adjusted to an exercise price of $10.11 per share and an additional 4,124 warrants were issued. The January 2016 public offering also triggered an adjustment to the exercise price of the April 2011 Warrants and the June 2009 Warrants from $10.11 per share and $5.74 per share, respectively, to $9.65 per share and $5.67 per share, respectively. An additional 4,713 warrants at an exercise price of $9.65 and an additional 2,580 warrants at an exercise price of $5.67 per share were issued following the adjustments triggered by this issuance.

As of March 31, 2016, the fair value of those warrants was determined to be $1.59 and $1.80 per warrant, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $522,327 classified as warrants financial liability on the consolidated balance sheets. It resulted in a financial (income) charge of $(430,250) and $140,048 for the three months ended March 31, 2016 and 2015, respectively.

As of December 31, 2015, the fair value of those warrants was determined to be $3.03 and $3.21 per warrant, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $951,906 classified as warrants financial liability on the consolidated balance sheets.

IPO Warrants

The warrants issued upon the completion of the IPO (“IPO Warrants”), are exercisable during the period beginning on August 8, 2013 and ending on May 9, 2017. The initial fair value of the warrants was determined to be $2.02 per warrant using the Black-Scholes option pricing model. The warrants contain full ratchet, anti-dilution protection upon the issuance of any common stock, securities convertible into common stock, or certain other issuances at a price below the then-existing exercise price of the warrant, with certain exceptions. The exercise price of $11.00 per whole share of common stock is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock issuances or other similar events affecting the company’s common stock. At issuance, the fair value of the warrants was classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. The exercise price of the outstanding IPO Warrants were adjusted from $11.00 to $9.00 per whole share of common stock , and subsequently from $9.00 to $5.00 per whole share of common stock , pursuant the terms of such warrants, following the May 2015 public offering and the January 2016 public offering, respectively .

On March 31, 2016, the closing value of the warrant on the New York Stock Exchange, a level 1 fair value measure, was $1.82 per warrant, as compared to $1.41 per warrant on December 31, 2015. As a result, the liability was revalued at the balance sheet date resulting in a financial charge (income) of $3,264,000 and $(320,000) for the three months ended March 31, 2016 and 2015, respectively.

Stock option plan

Stock-based compensation expense was allocated as follows:

	Three months ended
	ended
	March 31,
	2016		2015
	$		$
General and administrative		542,032		801,672
Research and development		354,697		562,682
Sales and marketing		53,232		143,341
Total compensation expense		949,961		1,507,695

The following table summarizes activity under the Plan:

	Numbers of options			Weighted Average Exercise Price		Weighted Average Remaining Contractual life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2015		5,044,107		$	7.51		7.20	$	2,560,150
Granted		974,000			4.98
Forfeited or cancelled		(269,658	)		7.37
Outstanding at March 31, 2016		5,748,449		$	7.07		7.56	$	2,567,630
Exercisable at March 31, 2016		3,352,828		$	7.28		6.49	$	1,291,864

As of March 31, 2016, the weighted-average remaining contractual life of options outstanding and options exercisable were 7.56 years and 6.49 years, respectively.

The fair value of options granted during the three months ended March 31, 2016 and 2015, respectively, was determined using the Black-Scholes option pricing model and the following weighted-average assumptions:

	Three months ended
	March 31,
	2016			2015
Risk-free interest rate		1.64	%		1.82	%
Expected life ( in years )	6.25 years			6.25 years
Volatility		80.29	%		85.34	%
Expected dividend yield		0	%		0	%

Warrants

During the three months ended March 31, 2016, no warrants were exercised. During the three months ended March 31, 2015, 2,625 warrants were exercised at an exercise price of $1.07 per share.

As at March 31, 2016, the Company had the following warrants and warrants financial liability outstanding to acquire common shares:

Number		Exercise price		Expiration date
	331,846	$	1.07	July 2016 - September 2018
	159,390	$	1.43	February 2019
	211,530	$	5.67	June 2019
	103,582	$	9.65	April 2021
	4,000,000	$	11.00	May 2017
	4,806,348

13. Income taxes

Based on the Company’s evaluation at March 31, 2016, management has concluded that there has been no change to the recorded uncertain tax positions requiring adjustments to deferred tax assets and related valuation allowance. Open tax years include the tax years December 31, 2011 through December 31, 2015.

For the three month periods ended March 31, 2016 and 2015, the Company’s effective income tax rates was (0.05)% and (0.37)% respectively, compared to an applicable U.S. combined federal and state income tax rate of 40.54%. The difference between the effective tax rate and U.S. statutory tax rate as of March 31, 2016 is primarily due the existence of valuation allowances for deferred tax assets including net operating losses and stock options. For the three months ended March 31, 2016, the Company recorded valuation allowances on deferred tax assets relating to current year losses and temporary differences.

The Company is subject to possible income tax examinations for its U.S. federal and state income tax returns filed for the tax years 2011 to present. International tax statutes may vary widely regarding the tax years subject to examination, but generally range from 2011 to the present.

14. Financial instruments

Currency risk

The Company is exposed to foreign currency risk as result of foreign-denominated transactions and balances. The Company does not hold any financial instruments that mitigate this risk.

Credit risk

The Company’s exposure to credit risk as of March 31, 2016, is equal to the carrying amount of its financial assets.

Interest Rate Risk

We had cash balances totaling $14.1 million at March 31, 2016. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. Our primary objective is to preserve our capital for the purpose of funding our operations. We do not enter into investments for trading or speculative purposes. Our three-year term loan with TCP bears interest at 9.50% or the 3 month LIBOR rate plus 9.27% and the Company’s long-term loan with EDC bears interest at floating interest rate per annum based on the Canadian prime rate plus an interest spread of 5%. If the 3 month LIBOR rate and the Canadian prime rate were to increase, the interest rates for the remaining term of the loans would increase

15. Fair value of financial assets and liabilities

For cash, accounts receivable and accounts payable and accrued liabilities, the carrying amount approximates fair value because of the short-term maturity of those instruments.

The carrying amount of long-term debt approximates fair value as at March 31, 2016 and December 31, 2015. The fair value of long-term debt received from government organizations was determined using Level 3 information as the Company produces an estimate of fair value based on internally developed valuation techniques which are based on a discounted cash flow methodology and incorporates all relevant observable market inputs. The interest free loans were discounted using an interest rate between 12% and 15%, a level 3 fair value measurement, representing the interest rate a loan with similar terms and conditions would carry.

The fair value of the warrants which were issued upon the completion of the IPO on May 10, 2013 was calculated using the Black-Scholes option pricing model using various assumptions described in Note 13, which was a level 3 fair value measurement. As these warrants starting trading freely on the New York Stock Exchange on June 10, 2013, the closing value of these warrants, which is a level 1 measurement was used to calculate the fair value from June 10, 2013 onwards.

The fair value of the warrants issued in connection with the June 2009 and April 2011 financing transaction was calculated using the Monte Carlo model, which is a level 3 measurement.

16. Related party transactions

Transactions with related parties not disclosed elsewhere were as follows:

	Three Months Ended March 31,
	2016		2015
	$		$
Product sales to a shareholder		20,947		3,250

The related party transactions noted above were undertaken in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.

17. Business segments

The Company allocates, for the purpose of geographic segment reporting, its revenue based on the location of the seller. For the purpose of geographic segment reporting, the non-current assets of the Company are allocated as follows:

	Europe				North America				Consolidated
	March 31,		December 31,		March 31,		December 31,		March 31,		December 31,
	2016		2015		2016		2015		2016		2015
	$		$		$		$		$		$
Property and equipment, net		—		—		129,126,842		122,542,688		129,126,842		122,542,688
Investment in equity method investments		—		—		447,035		447,035		447,035		447,035
Intangible assets, net (Note 5)		3,017,550		3,017,550		3,283,181		3,334,541		6,300,731		6,352,091
Goodwill		625,364		625,364		—		—		625,364		625,364

18. Subsequent event

On April 20, 2016, BDC Capital Inc. (the “Lender”), a wholly owned subsidiary of Business Development Bank of Canada, accepted to enter into a binding Letter of Offer of financing (the “Letter of Offer”) with BioAmber Sarnia. The proceeds will be used to fund the working capital of the BioAmber Sarnia’s facility in Sarnia, Ontario.

Pursuant to the Letter of Offer, the Lender has agreed to make a secured term loan of CAD$10 million to BioAmber Sarnia (the ‘’Loan’’), which will be disbursed to BioAmber Sarnia following the fulfillment of certain customary conditions more fully described in the Letter of Offer. The Loan is repayable in 59 equal, monthly installments of CAD$165,000 from April 15, 2017 until February 15, 2022, and by way of one balloon payment of CAD$265,000, payable on March 15, 2022. The Loan will bear interest at a fixed interest rate of 13% per annum, payable monthly on the 15 ^th day of the month commencing on the next occurring payment date following the first advance on the Loan. The Lender may cancel any portion of the Loan not disbursed after six months from February 16, 2016.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information included in this management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes included in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those listed in the section entitled “Risk Factors” in this report and in our Annual Report Form 10-K for the fiscal year ended December 31, 2015 as well as those discussed elsewhere in this report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Overview

We are an industrial biotechnology company producing sustainable chemicals. Our proprietary technology platform combines industrial biotechnology and chemical catalysis to convert renewable feedstocks into sustainable chemicals that are cost-competitive replacements for petroleum-derived chemicals, which are used in a wide variety of everyday products including plastics, resins, paints, food additives and personal care products. We currently sell our first product, bio-succinic acid, to customers in a variety of chemical markets. We produce bio-succinic a cid at our facility in Sarnia, Ontario , pursuant to a joint venture agreement with Mitsui.

Succinic acid can be used to manufacture a wide variety of products used every day, including plastics, food additives and personal care products, and can also be used as a building block for a number of derivative chemicals. Today, petroleum-derived succinic acid is not used in many potential applications because of its relatively high production costs and selling price. We believe that our low-cost production capability and our development of next-generation bio-succinic derived products including 1,4 BDO, which is used to produce polyesters, plastics, spandex and other products, will provide us with access to a more than $10 billion market opportunity.

Prior to the completion of our Sarnia facility, we manufactured our bio-succinic acid at a large-scale demonstration facility in Pomacle, France for five years, under a toll manufacturing arrangement pursuant to which we compensated a third party, including for labor costs and the cost of producing our product. We shipped commercial quantities to customers, such as shipments of one ton super sacks and container loads. We and our customers used the products produced at the facility as part of our efforts to validate and optimize our process and to continue to refine and improve our bio-succinic acid to meet our customers’ specifications. In preparation for transitioning our production from our Pomacle facility to our Sarnia facility, we accumulated a reserve inventory of our product, which was produced at a higher cost per metric ton of succinic acid than that expected cost of production at our Sarnia facility.

We are working to rapidly expand our accessible markets and product portfolio. We have entered into strategic relationships with several leading companies, such as our multi-year agreements with PTTMCC Biochem for bio-succinic acid and Vinmar for bio-succinic acid, 1,4 BDO and THF . We have also entered into agreements with other companies for the supply of bio-succinic acid.

We have also entered into technology partnerships to lower our production costs, expand our product portfolio and enhance our biochemical production platform. For example, we entered into a technology partnership with Cargill, Inc., or Cargill, through which we exclusively license a proprietary yeast organism for use in our fermentation process to produce our products. We refer t o the yeast organism that we have licensed from Cargill as “our yeast.” We have also established other technology licenses and collaborations, including with Johnson Matthey Davy Technologies, or Davy, and Celexion, LLC, or Celexion.

Our business strategy is to leverage the value of our technology by building and operating production facilities around the world. However, depending on our access to capital and third-party demand for our technology, we may also enter into technology licenses on an opportunis tic basis.

We have entered into a joint venture agreement with Mitsui & Co. Ltd. for our facility in Sarnia, Ontario, which has a nameplate capacity of 30,000 metric tons of bio-succinic acid per year. We started commercial scale production at our Sarnia facility in October 2015 and ramp-up to full production capacity is expected by 2017. We terminated production at the large-scale demonstration facility in Pomacle, France at the end of 2014. Our joint venture with Mitsui also contemplates the potential construction and operation of an additional facility, which we expect to occur over the next three to five years.

On May 9, 2013, we raised net proceeds of $71.7 million from the initial public offering of our equity securities. In July 2014, we completed a secondary public offering and issued 3,220,000 shares of common stock, at a public offering price of $12.00 per share, for a total of approximately $36.0 million in net proceeds, after deducting underwriting discounts and commissions and expenses payable by us. On May 6, 2015, we completed the closing of a secondary public offering and issued 3,900,000 shares of common stock, at an offering price to the public of $9.00 per share, for a total of approximately $32.8 million in net proceeds, after deducting u nderwriting discounts and commissions and expenses payable by us. On January 21, 2016, we completed the closing of a secondary public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share, for a total of approximately $11.9 million in net proceeds, after deducting underwriting discounts and commissions and expenses payable by us.

As of March 31, 2016, we had raised an aggregate of $292.8 million from public offerings of our equity securities, private placements of our equity securities, and the sale of shares issued by a subsidiary and convertible notes.

Sarnia Facility

Our first commercial-scale facility is on land we own and is located within a bio-industrial park in Sarnia, Ontario. The site is co-located in a large petrochemical hub with existing infrastructure that facilitates access to utilities and certain raw materials and finished product shipment, including steam, electricity, cooling water and water treatment. The facility has a nameplate capacity of 30,000 metric tons of bio-succinic acid per year and we started commercial scale production in October 2015.

The plant has received ISO 9001 (for its quality management system), ISO 14001 (for its environmental management system, OHSAS 18001 (for i ts health and safety management system) and FSSC 22000 certification (for its food safety management system). These certifications were granted by accredited certification bodies following audits of the Sarnia plant in the fourth quarter of 2015.

In Novem ber 2011, we entered into a joint venture agreement with Mitsui to finance and build and operate our facility in Sarnia, Ontario through BioAmber Sarnia, a joint venture 70% owned by us and 30% owned by Mitsui. On February 8, 2016, we, together with our su bsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into a binding term sheet with Mitsui pursuant to which Mitsui agreed to provide BioAmber Sarnia with additional capital contributions for an aggregate amount of CAD$25 million, which increased Mitsui’s share ownership to approximately 40%. We have retained effective operational control of the joint venture.

The total construction cost of our facility in Sarnia was approximately $141.5 million, funded through capital contributions from us and from Mitsui, and interest free and low-interest loans and governmental grants.

Additional Planned Manufacturing Facilities

We plan to build a second integrated manufacturing facility that will produce approximately 200,000 metric tons per year of bio-succinic acid and then transform a majority of the bio-succinic acid into 100,000 metric tons per year of bio-based 1,4 BDO and THF, along with 70,000 metric tons per year of crystalline succinic acid. We have signed two 15 year offtake agreements wit h Vinmar for 100% of the BDO and THF output (100,000 metric tons per year) and 71.5% of the succinic acid output ( 50,000 metric tons per year) of this second planned facility. Vinmar plans to take a 10% equity stake in the plant. We are actively seeking ot her minority equity partners for this facility, as well as government support in the form of low interest loans and loan guarantees. Based on current estimates and assumptions, we expect this commercial scale manufacturing facility to have construction costs of approximately $500 million, and it would be commissioned in late 2018 assuming we achieve a financial close in late 2016.

Performance Drivers

We expect that the fundamental drivers of our results of operations going forward will be the following:

Commercialization of our products. We commenced recognizing revenue from sales of our existing bio-succinic acid product in 2011. Our ability to grow revenue from this product will be dependent on expanding the addressable market for succinic acid using ou r low-cost, bio-based alternative. We also expect to grow our revenue base by developing new value-added applications and derivative products. For example, we signed a supply agreement with PTTMCC Biochem in April 2014 for biodegradable plastics, and we have signed additional supply agreements in other new applications such as synthetic leather and other polyurethane applications, including coatings (polyurethane dispersions) made from bio-based succinic acid and recycled PET. We also plan to develop and commercialize derivatives of succinic acid, such as BDO and THF, and to target large and established chemical markets such as adipic acid, where succinic acid can partially substitute the incumbent chemical.

In April 2014, we entered into a three year supply agreement with PTTMCC Biochem, a joint venture between PTT Public Company Limited and Mitsubishi Chemical Corporation that was established to produce and sell polybutylene succinate, or PBS, a biodegradable plastic made from succinic acid and BDO. PTTMCC has constructed a PBS plant in Thailand and is currently ramping-up the plant production, which is expected to consume approximately 14,000 metric tons of succinic acid per year at full capacity. This supply agreement provides that we will exclusively supp ly a minimum of 80% of PTTMCC Biochem’s total bio-succinic needs until the end of 2017, with approximately 50% of the total purchases under offtake terms. We also entered into a second offtake agreement with Vinmar in July 2014, to supply Vinmar with 10,00 0 metric tons of bio-succinic acid per year for 15 years from the Sarnia plant. Our arrangements with PTTMCC and Vinmar represent two of the potential customers and applications that we are targeting for the bio-succinic acid produced at our Sarnia facility. These supply agreements reflect our ongoing efforts to expand the succinic acid addressable market into new applications.

We have also entered into several agreements and memorandum of understanding, or MOUs, that contemplate, but do not obligate, us to supply approximately 28,000 metric tons of bio-succinic acid until the end of 2017 and, as we continue operation of our facility in Sarnia, Ontario, we are actively seeking to enter into definitive supply agreements and form new relationships with potential customers.

Our revenue for future periods will be impacted by our ability to develop new applications and the speed with which we are able to bring our succinic acid derivatives to market. To accelerate this process, we have developed our sales and marketing capabili ty and entered into distribution and joint development agreements with strategic partners. On February 8, 2016, we, together with our subsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into a binding term sheet with Mitsui pursuant to which Mitsui agreed to provide BioAmber Sarnia with additional capital contributions for an aggregate amount of CAD$25 million, which increased Mitsui’s share ownership to approximately 40%. We have retained effective operational control of the joint venture.

We are also engaging in a collaborative process with our customers to test and optimize new applications and derivative products such as BDO and THF in order to ensure that they meet specifications in each of their potential applications. We continue to seek to establish supply agreements and distribution agreements with strategic customers as we expand our markets and product offerings. For example, in October 2014, we entered into a five-year exclusive supply agreement with Xuchuan Chemicals, a global leader in polyester polyols, to supply bio-based succinic acid from our Sarnia facility to be used in manufacturing cast polyurethane elastomers. Xuchuan is initially launching polyurethane (PU) systems for cast polyurethane elastomers (CPU) made with bio-succinic acid. CPU is used in applications including automotive instruments, caster wheels, industrial and mining equipment, power tools, industrial tires, coating rolls, drive belts, mold makers and hoses. By replacing adipic acid with succinic acid, Xuchuan has produced CPUs that offer better properties: they are more abrasion/scratch resistant and more resistant to solvents. Other applications for our bio-based succinic acid include polyurethane elastomers and dispersions for shoe soles and synthetic leather.

Production capacity. Our ability to lower our production costs and drive customer adoption of our product is dependent on our manufacturing strategy. We expect to produce bio-succinic acid that is cost-competitive with succinic acid produced fro m oil priced as low as $30.00 per barrel. We expect to further reduce costs by implementing on-going process improvements. We intend to capitalize on our first-to-market advantage by rapidly expanding our production capacity and building additional facilities. Our results will be impacted by the speed with which we execute on this strategy, the capital costs and operating expenses of each of these facilities, and the price of oil and the impact it has on the price of petrochemicals our succinic acid substitutes.

Feedstock and other manufacturing input prices. We use sugars that can be derived from wheat, corn, sugar cane and other feedstocks. We intend to locate our facilities near readily available sources of sugars and other inputs, such as steam, electricity and hydrogen, in order to ensure reliable supply of cost-competitive feedstocks and utilities. While our process requires less sugar than most other renewable products and is therefore less vulnerable to sugar price increases relative to other bio-based processes, our margins will be affected by significant fluctuations in these required inputs.

Petroleum prices. We expect sales of our bio-based products to be impacted by the price of petroleum. In the event that petroleum prices increase, we may see increased demand for our products as chemical manufacturers seek lower-cost alternatives to petroleum-derived chemicals. Conversely, a long-term reduction in petroleum prices below $ 30.00 per barrel may result in our products being less competitive with pe troleum-derived alternatives. In addition, oil prices may also impact the cost of certain feedstocks we use in our process, which may affect our operating profits.

Recent Developments

Mitsui additional capital contribution

On February 8, 2016, we, together with our subsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into a binding term sheet with Mitsui pursuant to which Mitsui agreed to provide BioAmber Sarnia with additional capital contributions for an aggregate amount of CAD$25 million, which increased Mitsui’s share ownership to approximately 40%. As a result of Mitsui’s additional capital contribution, BioAmber Sarnia agreed to increase the size of its board of directors from five to six members, and we and Mitsui have the right to designate three members each. All BioAmber Sarnia board decisions will have to be approved by the affirmative vote of a simple majority of the BioAmber Sarnia board members, except that with respect to the following matters, we, as the controlling shareholder of BioAmber Sarnia, will have a deciding vote and will have the right to make a final decision: (i) the approval and any amendment to any annual budget, including capital expenditures required to maintain the plant in operation, (ii) the hiring and termination of BioAmber Sarnia personnel and their compensation, and (iii) the execution of any raw material or utility supply agreements that are needed in the ordinary course of business. We also agreed that in the event that Mitsui’s equity stake in BioAmber Sarnia increases to above 45% in the future, we would no longer have the deciding votes described in the preceding sentence.

Public Offering of Common Stock

On January 21, 2016, we completed the closing of a follow-on public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share. The gross aggregate proceeds from this secondary public offering were approximately $13.0 mi llion, with net proceeds of approximately $11.9 million, after deducting underwriting discounts and commissions and expenses payable by us. This public offering also triggered a further adjustment to the exercise price of the outstanding IPO Warrants, from $9.00 per whole share of common stock to $5.00 per whole share of common stock. The exercise price of the 2011 Warrants and the warrants that we issued in June 2009 were also reduced following the completion of this public offering, from $10.11 per share and $5.74 per share, respectively, to $9.65 per share and $5.67 per share, respectively. An additional 4,713 warrants at an exercise price of $9.65 and an additional 2,580 warrants at an exercise price of $5.67 per share were issued following adjustments in the number of shares underlying the warrants that were triggered by this issuance.

Financial Operations Overview

Revenue

Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of our activities and is presented net of discounts.

We expect revenue to grow as our sales and marketing efforts continue and our facility in Sarnia, Ontario increases its volumes of commercial production. We currently sell products manufactured in Pomacle, France and have started to sell our first product from our Sarnia facility.

Cost of Goods Sold

For products manufactured in Pomacle, France, cost of goods sold consists of the cost to produce finished goods under our tolling arrangement that ended on December 31, 2014. For finished goods produced at Sarnia facility, cost of goods sold consists of costs directly associated with the finish goods production, such as direct materials, direct labor, utilities and certain plant overhead.

The costs to produce product in Pomacle, France, was higher than we expect to incur in the future at Sarnia due to the higher raw material costs such as sugar and utilities, the amount of fixed costs relative to the total production capacity available to us, and the inefficiencies created by the need to stop production from time to time to allocate the capacity to other parties. Going forward, from the succinic acid produced in Sarnia, we expect our cost of goods sold as a percent of revenues to decrease as we will transition from a demo plant production to a full scale commercial production and will benefit from efficiencies in utilizing our yeast in the fermentation process at the Sarnia facility.

Operating Expenses

Operating expenses consist of general and administrative expenses, research and development expenses, net, sales and marketing expenses, depreciation of property and equipment, amortization of intangible assets, write-offs of intangible assets and foreign exchange gains and losses.

General and Administrative Expenses

General and administrative expenses consist of personnel costs (salaries, and other personnel-related expenses, including stock-based compensation), recruitment and relocation expenses, accounting and legal fees, business travel expenses, rent and utilities for the administrative offices, web site design, press releases, membership fees, office supplies, corporate insurance programs, administration expenses related to our Sarnia facility, and other miscellaneous expenses.

We expect these expenses to increase in the future as we hire additional management, operational employees and finance and administration staff to respond to a growing revenue base and add infrastructure to support it, particularly as we ramp up commercial-scale production at our Sarnia facility. We also expect increased costs to comply with the requirements of being a publicly listed company.

Research and Development Expenses

Research and development expenses consist primarily of fees paid for contract research and internal research costs in connection with the development, expansion and enhancement of our proprietary technology platform. These costs also include personnel costs (salaries and other personnel-related expenses, including stock-based compensation), expenses incurred in our facility located in Plymouth, Minnesota, laboratory supplies, research consultant costs, patent and trademark maintenance costs, royalties, professional and consulting fees and business travel expenses. It also includes development costs for bringing our Sarnia facility in line for production.

We expect research and development expenses, including our patent maintenance expenses, to decrease since we have deployed and implemented our bio-succin ic acid in a commercial scale manufacturing facility. We expect to continue conducting research and development in-house, but we may require less space than our current 27,000 square foot facility in Plymouth, Minnesota provides . We are currently assessing our options with respect to our research and development needs. Certain research and development activities that can be performed more effectively by outside consultants will be performed with their respective expertise as required.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel costs (salaries, and other personnel-related expenses, including stock-based compensation), marketing services, product development costs, advertising, selling and distributor costs and feasibility study fees.

Following our agreement signed with Mitsui in February 2016, we expect to decrease our sales and marketing efforts while leveraging Mitsui’s global sales platforms along with its dedicated commercial team.

Depreciation of Property and Equipment and Amortization of Intangible Assets

Depreciation of property and equipment consists primarily of the depreciation of our Sarnia production facility, machinery and equipment, office furniture, research and development equipment and computer equipment, which is depreciated using the straight-line method over their estimated useful lives. Amortization of intangible assets consists primarily of our definite-lived license and amortization of computer software and licenses, which are amortized using the straight-line method over their estimated useful lives. We expect depreciation of property and equipment to increase significantly as our manufacturing facilities are put in to use. As of March 31, 2016, $20.1 million of net grants were applied as a reduction of machinery and equipment and building. This reduces depreciation expense over the useful life of the asset.

Foreign Exchange Loss

We expect to conduct operations throughout the world. Our financial position and results of operations will be affected by economic conditions in countries where we plan to operate and by the changing foreign currency exchange rates. We are exposed to changes in exchange rates in Europe and Canada. The Euro and the Canadian Dollar are our most significant foreign currency exchange risks. A strengthening of the Euro and the Canadian Dollar against the U.S. Dollar may increase our revenues and expenses

since they are expressed in U.S. Dollars. As we increase our production from our manufacturing facility in Sarnia, O ntario, we expect our foreign currency risk to continue as a significant portion of our uses of cash will be denominated in Canadian Dollars while our sources of cash will be primarily in U.S. Dollars and in Euros. We will monitor foreign currency exposure s and will look to mitigate exposures through normal business operations such as manufacturing and selling in the same currencies where practical or buying required currencies at spot where advantageous. We may use forward contracts or currency swaps to mi tigate any remaining exposures.

Amortization of Debt Discounts

Amortization of debt discounts consists primarily of costs from past financings that are recognized over the life of the funding instrument and will continue to increase in line with the expenses incurred to obtain future financing. Those costs are deferred and amortized on a straight-line basis, which is approximately the effective interest method, over the term of the related debt. Amortization of debt discounts also includes the accretion of the debt discount on the interest free or low-interest loans received from the government agencies.

Financial Charges (Income), Net

Financial charges (income), net, include interest on long-term debt, end of term accretion charge from the TCP loan and the recognition of gains or losses resulting from the mark-to-market adjustment required at the balance sheet date on our IPO Warrants, 2009 Warrants and 2011 Warrants.

We account for common stock warrants in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Derivative warrant liabilities were valued using the Bla ck-Scholes pricing model at the date of initial issuance and using the closing value as quoted on the New York Stock Exchange at each subsequent balance sheet date. The 2009 Warrants and 2011 Warrants are valued using the Monte Carlo method.

Income Taxes

We are subject to income taxes in Luxembourg, the United States and Canada. We have incurred significant losses and have not generated taxable income in these jurisdictions, with the exception of Canada. In the future, we expect to become subject to taxation based on the statutory rates in effect in the countries in which we operate and our effective tax rate could fluctuate accordingly. We have incurred net losses since our inception and have not recorded any federal, state or foreign current income tax provisions, with the exception of (i) recognition of unrecognized tax benefits since inception, (ii) a recovery of income taxes in the 258 day period ended September 30, 2009, and (iii) recognition of current income taxes in Canada. We have a full valuation allowance against our net deferred tax assets. Additionally, under the U.S. Internal Revenue Code, our net operating loss carryforwards and tax credits may be limited if a cumulative change in ownership of more than 50% is deemed to have occurred within a three year period. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred after each of our previous issuances of shares of common stock and warrants.

Comparison of T hree months ended March 31, 2016 and March 31, 2015

The following table shows the amounts of the listed items from our consolidated statements of operations for the periods presented, showing period-over-period changes:

	Three months			Three months			$
	ended			ended			Increase
	March 31, 2016			March 31, 2015			(decrease)
	(in thousands)
Revenues
Product sales	$	1,458		$	367		$	1,091
Total revenues		1,458			367			1,091
Cost of goods sold		3,062			310			2,752
Gross (loss) profit		(1,604	)		57			(1,661	)
Operating expenses
General and administrative		2,624			2,628			(4	)
Research and development, net		1,849			4,609			(2,760	)
Sales and marketing		1,156			1,153			3
Depreciation of property and equipment and amortization of intangible assets		1,153			72			1,081
Foreign exchange loss		121			55			66
Operating expenses		6,903			8,517			(1,614	)

Operating loss		8,507			8,460			47
Amortization of debt discounts		601			66			535
Financial charges (income), net		3,446			571			2,875
Other expense (income), net		(24	)		(22	)		(2	)
Loss before income taxes		12,530			9,075			3,455
Income taxes		6			33			(27	)
Net loss		12,536			9,108			3,428
Net loss attributable to:
BioAmber Inc. shareholders		10,946			8,398			2,548
Non-controlling interest		1,590			710			880
		12,536			9,108			3,428

Product sales

Product sales increased from $367,000 for the three months ended March 31, 2015 to $1,458,000 for the three months ended March 31, 2016 due to an increase in product volume sold, partially offset by a decrease in average selling price.

Cost of goods sold

Cost of goods sold increased from $310,000 for the three months ended March 31, 2015 to $3.1 million for the three months ended March 31, 2016. This increase was driven primarily by an increase in volume sold, as well as Sarnia facility ramp-up costs, including fixed costs and reprocessing costs for off-specifications products that were allocated to the cost of goods sold.

General and administrative expenses

General and administrative expenses remained stable at $2.6 million for the three months ended March 31, 2015 and March 31, 2016. This was driven by a decrease in stock-option compensation expenses due to stock-options granted in 2016 with a lower fair value than the stock-options fully vested in 2015, offset by an increase in salaries and benefits expense associated with the Sarnia facility transition from construction to production stage.

Research and development expenses

Research and development expenses decreased by $2.8 million to $1.8 million for the three months ended March 31, 2016, as compared to $4.6 million for the three months ended March 31, 2015. This was due to the fact that the costs related to the commissioning of the plant incurred in the prior year were recorded in research and development. It is also explained by reduced expenses related to the molecular engineering of the yeast, and lower costs related to intellectual property.

Sales and marketing expenses

Sales and marketing expenses remained stable at $1.2 million from the three months ended March 31, 2016, compared to the three months ended March 31, 2015. This was driven by a decrease in stock-option compensation expenses due to stock-options granted in 2016 with a lower fair value than the stock-options fully vested in 2015, which was offset by an increase in salaries and benefits expense from severances paid following the restructuring of our commercial function.

Foreign exchange loss

The foreign exchange loss increased by $66,000 from a loss of $55,000 for the three months ended March 31, 2015 compared to a loss of $121,000 for the three months ended March 31, 2016. This increase was driven by the strengthening of the Canadian Dollar versus the U.S. Dollar during the three months ended March 31, 2016, which impacted the U.S. Dollar trade receivable balance in our subsidiary with Canadian functional currency.

Financial charges (income), net

Financial charges (income), net increased from a charge of $3.4 million for the three months ended March 31, 2016 as compared to a charge of $571,000 for the three months ended March 31, 2015. The increase is mainly due to the non-cash mark-to-market adjustment change of $2.8 million on the warrants that were part of the units issued in our IPO, as well as on the June 2009 Warrants and the April 2011 Warrants.

Liquidity and Capital Resources

From inception through March 31, 2016, we have funded our operations primarily from an aggregate of $292.8 million raised from public offerings of our equity securities, private placements of our equity securities, and the sale of shares issued by a subsidiary and convertible notes, including net proceeds of $11.9 million from our January 2016 public offering of our common stock. We also received CAD$70.6 million from loan and grants proceeds from various Canadian institutional and government agencies and net proceeds of $24.5 million from a three year term loan with TCP.

We began commissioning and start-up of our Sarnia facility in March 2015, achieved mechanical completion in June 2015 and started production in the last quarter of 2015. We will require funds to ramp up production levels at our Sarnia operations, and build inventory levels, which are expected to be funded by us through available cash, additional loans, and Mitsui’s capital contribution. On February 8, 2016, Mitsui agreed to provide an additional capital contribution of $CAD 25.0 million, for an additional 10% of share ownership, which was received during the three months ended March 31, 2016.

In addition, we will require funds for our research and development programs and for general corporate purposes, which are expected to be funded by equity issuance, debt refinancing and/or by reducing or delay operating expenses as deemed appropriate.

Based on these funding activities and the cash on hand at March 31, 2016, combined with the previously committed funding from grants not yet drawn as of March 31, 2016, we believe that we have sufficient cash to fund our operations for at least the next twelve months.

There are certain covenants in our debt and grant agreements, which are discussed in the notes to our consolidated financial statements. We are in compliance with all of the covenants provided in each of these agreements. We expect to continue to be in compliance with these covenants in the future.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

	Three months ended March 31,
	2016			2015
	(in thousands)

Net cash used in operating activities		(20,284	)		(5,923	)

Net cash used in investing activities		(26	)		(29,468	)

Net cash provided by financing activities		27,005			11,413

Operating activities

The cash from operating activities is primarily used for general and administrative expenses and research and development activities. These include expenses on research and development projects, expenses related to the Sarnia facility production operations, consultancy and advisory fees from third parties, licensing and royalty expenses, payroll expenses, legal and accounting expenses and office rent and utilities.

Cash used in operating activities during the three months ended March 31, 2016 of $20.3 million reflected our net loss of $12.5 million, which was adjusted for non-cash charges of $5.2 million and a negative change in operating assets and liabilities of $12.9 million. Non-cash expense adjustments included stock-based compensation of $1.0 million, $1.2 million of depreciation and amortization and financial charges of $2.5 million including the mark-to-market accounting for IPO Warrants, 2009 Warrants and 2011 Warrants, and the end of term charge on long-term debt. The amount of operating assets and liabilities is a net outflow of $12.9 million due to a decrease in current liabilities and an increase in current assets.

Cash used in operating activities during the three months ended March 31, 2015 of $6.0 million reflected our net loss of $9.0 million, which was adjusted for non-cash net charges of $1.5 million and a positive change in operating assets and liabilities of $1.5 million. Non-cash expense adjustments included primarily stock-based compensation of $1.5 million. The amount of operating assets and liabilities is a net inflow of $1.5 million due to an increase in current liabilities and a decrease in current assets.

Investing activities

Cash used in investing activities during the three months ended March 31, 2016 of $26,000 included property and equipment purchases.

Cash used in investing activities during the three months ended March 31, 2015 of $29.0 million included property and equipment purchases mostly related to the building of our facility in Sarnia, Ontario, and $0.4 million of an investment in an equity method investments.

Financing activities

Cash provided by financing activities during the three months ended March 31, 2016 of $27.0 million included the proceeds from issuance of shares of the January 2016 public offering, for a total of $11.9 million, capital contributions by Mitsui to our BioAmber Sarnia joint venture of $17.7 million, and principal reimbursement of various loans for $2.4 million.

Cash provided by financing activities during the three months ended March 31, 2015 of $11.4 million represents, a capital contribution by Mitsui in our BioAmber Sarnia joint venture of $2.1 million, the loan and grant proceeds from various Canadian government agencies of $9.5 million, offset by deferred financing costs of $0.1 million.

Off-balance Sheet Arrangements

During the periods presented, we did not have, and we do not currently have, any relationships with unconsolidated entities, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating our reported financial results include fair value determination of assets, liabilities, fair value of intangible assets and goodwill, useful lives of intangible assets, income taxes, stock-based compensation and value of certain equity and debt instruments. These critical accounting policies are the same as those detailed in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recent accounting pronouncements

For information on recent accounting pronouncements, see ”Recently adopted and recently issued accounting guidance” in the notes to the consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash totaling $14.1 million at March 31, 2016. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. The company’s three-year term loan with TCP bears interest at 9.50% or the 3 month LIBOR rate plus 9.27%, and our long-term loan with EDC bears interest at floating interest rate per annum based on the Canadian prime rate plus an interest spread of 5%. If the 3 month LIBOR rate and the Canadian prime rate were to increase, the interest rates for the remaining term of the loans would increase

Commodity Price Risk

We use glucose in our processes, which can be derived from corn, wheat and other feedstocks. Thus, our raw material is sensitive to price fluctuations in feedstock commodities. Prices of corn, wheat and other feedstocks are subject to fluctuations due to unpredictable factors such as weather, quantities planted and harvested, changes in national and global supply and demand, and government programs and policies.

Foreign Currency Risk

We currently conduct our operations in U.S. dollars, Canadian dollars and Euros, which exposes us to fluctuations in foreign currency exchange rates. Our foreign currency risk to increase with the ramp-up of our Sarnia facility, as our sources of cash are primarily in U.S. dollars, while our uses of cash are primarily in Canadian dollars. We will monitor the amounts and timing of foreign currency exposures related to the operations of the facility and will look to mitigate exposure through normal business operations such as manufacturing and selling in the same currencies where practical. We may use forward contracts or currency swaps to mitigate any remaining exposure.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2016, our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 2016, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the Securities and Exchange Commission, including ensuring that such material information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2015, we identified and disclosed a material weakness in internal control over financial reporting, that if not corrected, could result in a material misstatements in our financial statements. The material weakness was in an inappropriate review process of non-routine complex financial instruments that may have embedded derivatives or other provisions that may have complex accounting impacts, and resulted in an error in the accounting treatment of warrants issued in 2009 and in 2011 (“Legacy Warrants”). This error resulted in the reclassification of the Legacy Warrants from equity to a non-cash liability and in the correction of our comparative condensed consolidated financial statements. The accounting treatment of previous warrants issued was reviewed during the quarter ended September 30, 2015 and confirmed that the error was limited to these Legacy Warrants. Our review process for non-routine complex financial instruments allowed this error to go undetected, and management has assessed the potential magnitude and concluded that this represents a material weakness in our internal control over financial reporting, but did not result in a material misstatement in our audited consolidated financial statements for the years ended June 30, 2009 to September 30, 2015 or any interim condensed consolidated financial statements for the quarters included therein.

To remediate the material weakness described above, specific actions were implemented including: improving processes and implementing additional controls around review of new complex financial instruments to identify appropriate accounting treatment and monitoring implication thereafter, and strengthening management’s review controls. Based on the actions taken by the management, we successfully completed the assessment necessary to conclude that the previously identified and disclosed material weakness has been remediated as of March 31, 2016.

Except as noted above, there has been no change to our internal control over financial reporting that occurred during the quarter ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

We may be, from time to time, involved in the normal course of business in various legal proceedings. Rules of the Securities and Exchange Commission require the description of material pending legal proceedings, other than ordinary, routine litigation incident to our business, and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. There may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which would have a material adverse effect on us.

Item 1A.

Risk Factors

Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 15, 2016, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Except to the extent that information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters described in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to our risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 15, 2016. However, those risk factors continue to be relevant to an understanding of our business, financial condition and operating results and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

None

Item 5.

Other Information

Our investors and others should note that we announce material financial and other information using our company website ( www.bio-amber.com ), our investor relations website ( investor.bio-amber.com ), SEC filings, press releases, public conference calls and webcasts. In addition, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the investor relations page of our internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Alternatively, these reports may be accessed at the SEC’s website at www.sec.gov . Information about BioAmber, its business, and its results of operations may also be announced by posts on the following social media channels

— BioAmber’s Twitter feed ( https://twitter.com/bioamber )

— BioAmber’s Facebook feed ( https://www.facebook.com/bioamber )

— BioAmber’s LinkedIn feed ( https://goo.gl/YhtwRZ )

— BioAmber’s Google+ feed ( https://plus.google.com/+BioamberInc/posts )

— BioAmber’s youtube feed (www.youtube.com/user/BioAmber )

The information that we post on these social media channels could be deemed to be material information. As a result, we encourage inve stors, the media, and others interested in BioAmber to review the information that we post on these social media channels. These channels may be updated from time to time on BioAmber’s investor relations website.

Item 6.

Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Exhibit
No.

Exhibit Description

Filed or
Furnished
Herewith

Incorporated by Reference

Form

SEC File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation

S-1

333-177917

3.1

4/11/13

3.2

Amended and Restated By-laws

S-1

333-177917

3.2

4/11/13

4.1

Specimen Common Stock Certificate

S-1

333-177917

4.1

4/11/13

4.2

Form of Common Stock Purchase Warrant

S-1

333-177917

4.6

5/9/13

10.1 !

Second Amended and Restated Joint Venture Agreement dated as of February 15, 2016 among the Registrant, Mitsui & Co., Ltd. and the other parties thereto

31.1

Certification of the Principal Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Principal Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Principal Chief Executive Officer and Principal Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

The certification furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

! ....... Confidential treatment has been granted by the Securities and Exchange Commission as to certain portion

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIOAMBER INC.

May 6, 2016

	By:	/s/ Jean-François Huc
		Jean-François Huc
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Mario Saucier
		Mario Saucier
		Chief Financial Officer
		(Principal Financial Officer)

CONFIDENTIAL

Execution Version

SECOND AMENDED AND RESTATED

JOINT VENTURE AGREEMENT

by and among

BIOAMBER INC.,

BIOAMBER INTERNATIONAL S.à.r.l.,

MITSUI & CO., LTD.

and

BIOAMBER SARNIA INC.

Dated February 15, 2016

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Portions of the exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL

DEFINITIONS AND INTERPRETATION 1

1.1

Definitions1

1.2

Interpretation.11

THE COMPANY12

2.1

Formation12

2.2

Name12

2.3

Principal Place of Business12

2.4

Subsidiaries; Shareholders12

2.5

Foreign Qualification13

2.6

Term13

BUSINESS OF THE COMPANY13

3.1

Business13

3.2

Initial Plant Commission and Capacity13

ADDITIONAL PLANT13

4.1

Additional Plant13

4.2

Construction of Additional Plant13

4.3

PBS Technology13

4.4

Non-Binding Provisions14

FINANCING OF THE COMPANY14

5.1

Financing Commitments of the Shareholders.14

5.2

Additional Financial Contributions.16

5.3

Share Valuation16

5.4

Guarantees17

5.5

Comerica Loan Agreement.18

5.6

Convertible Loan19

5.7

BDC Credit Facility.21

NON-FINANCIAL CONTRIBUTIONS22

6.1

BioAmber Non-Financial Contributions22

6.2

Mitsui Non-Financial Contributions22

6.3

Provision of Non-Financial Contributions22

REDUCTION/TERMINATION OF CONTRIBUTIONS22

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7.1

Reduction/Termination of Contributions 22

7.2

Termination of Secondments/Assignments22

7.3

Action by the Parties22

MANAGEMENT OF THE COMPANY23

8.1

Shareholders.23

8.2

Board.26

8.3

Officers.29

8.4

Plant Manager29

8.5

Secondment29

8.6

Commissioning & Start-Up Team30

8.7

EPC Matters30

8.8

Annual Budget30

OTHER OPERATIONAL MATTERS30

9.1

Opportunity Assessments30

9.2

Dividend/Distribution Policy31

9.3

Books and Records; Financial Statements.31

9.4

Information Rights.31

9.5

Insurance32

10.

ENCUMBRANCE OR TRANSFER OF SHARES32

10.1

Proxies and Voting Trusts32

10.2

Restrictions on Transfer.32

11.

RIGHT OF FIRST OFFER; RIGHT OF FIRST REFUSAL; DRAG-ALONG; CO-SALE33

11.1

Right of First Offer.33

11.2

Right of First Refusal.34

11.3

BioAmber Drag-Along Right.35

11.4

Mitsui Co-Sale Right.36

11.5

Terms of Mitsui Share Transfer37

12.

PUT/CALL OPTIONS37

12.1

Put/Call Option37

12.2

Mitsui Put Option During Construction of the Initial Plant37

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12.3

Mitsui Put Option Resulting from the Occurrence of a Dissolution Event 37

12.4

Additional Mitsui Put Option38

12.5

Exercise of Options; Closing38

12.6

Loans; Guarantees38

13.

CLOSING OF SHARE TRANSFERS38

13.1

Time and Place38

13.2

Closing Deliveries39

13.3

No Encumbrances; Transfer Taxes39

13.4

Effect of Share Transfer39

14.

PREEMPTIVE RIGHTS, OVERSUBSCRIPTION RIGHTS39

14.1

Restrictions39

14.2

Notice40

14.3

Exercise of Rights40

15.

NON-COMPETE40

15.1

Non-Compete40

15.2

Exercise of Drag-Along Right40

16.

CERTAIN ADDITIONAL AGREEMENTS AND UNDERTAKINGS40

16.1

General Shareholder Obligations40

16.2

Initial Plant41

16.3

Certain Operational Matters.41

16.4

Additional Agreements42

16.5

Supply Contracts43

17.

REPRESENTATIONS AND WARRANTIES43

17.1

Survival of Representations and Warranties contained in the Original JVA43

17.2

BioAmber Parties’ Representations and Warranties43

17.3

Mitsui’s Representations and Warranties44

17.4

Survival of Representations and Warranties45

18.

DEFAULT46

18.1

Events of Default.46

18.2

Option to Buy/Sell Upon an Event of Default.47

19.

DISSOLUTION48

iii

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19.1

Dissolution Events 48

19.2

Distribution of Remaining Assets48

19.3

Right to Prevent Dissolution48

20.

TERMINATION48

20.1

Termination of the Agreement48

20.2

Consequences of Termination48

21.

INDEMNIFICATION49

21.1

General Indemnification49

21.2

IP Indemnification49

21.3

No Consequential Damages49

22.

DISPUTE RESOLUTION49

22.1

Escalation Procedure49

22.2

Arbitration.49

23.

MISCELLANEOUS51

23.1

No Partnership51

23.2

Discrepancies51

23.3

Notices.51

23.4

Expenses52

23.5

Entire Agreement52

23.6

Counterparts52

23.7

Governing Law52

23.8

Severability53

23.9

Survival of Rights, Duties and Obligations53

23.10

Specific Performance53

23.11

Assignment53

23.12

Amendment; Waiver53

23.13

Limitation on Rights of Third Parties53

23.14

Confidentiality.54

23.15

Advertising; Publicity55

23.16

Subsequent Shareholders55

23.17

Unanimous Shareholder Agreement55

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CONFIDENTIAL

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CONFIDENTIAL

SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT

THIS SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “ Agreement ”) is made and entered into as of the 15 ^th day of February, 2016, by and among BioAmber Inc., a corporation organized under the laws of Delaware (“ BioAmber ”), BioAmber International S.à.r.l., a limited liability company organized under the laws of Luxembourg and a direct wholly owned subsidiary of BioAmber (“ BioAmber Lux ”, and together with BioAmber, the “ BioAmber Parties ”), Mitsui & Co., Ltd., a corporation organized under the laws of Japan (“ Mitsui ”), and BioAmber Sarnia Inc., a corporation organized under the laws of Canada (the “ Company ”).

RECITALS

A. Pursuant to certain Share Subscription Agreements, dated as of November 2, 2011, as amended by Share Subscription Amending Agreements dated as of January 24, 2014 (together, as so amended, the “ Subscription Agreements ”), entered into by each of BioAmber Lux and Mitsui with the Company, BioAmber Lux and Mitsui originally acquired Shares representing seventy percent (70%) and thirty percent (30%), respectively, of the total outstanding Shares, on a fully diluted basis.

B. In connection with the acquisition by Mitsui and BioAmber Lux of their Shares pursuant to the respective Subscription Agreements, the parties entered into a Joint Venture Agreement, dated as of November 2, 2011 (the “ Original JVA ”), which the parties subsequently amended and restated as of January 24, 2014 (as so amended and restated, the “ First Amended and Restated JVA ”), to provide for certain matters relating to, among other things, the management and operation of the Company.

C. In exchange for the First Additional Mitsui Capital Contribution (as defined below), the Company has issued to Mitsu i additional Shares. Accordingly, as of the date hereof, the Pro Rata Shares (as defined below) of BioAmber Lux and Mitsui are sixty-four and one-tenth percent (64.1%) and thirty-five and nine-tenths percent (35.9%), respectively.

D. The parties desire to amend certain aspects of the First Amended and Restated JVA, and restate the First Amended and Restated JVA in its entirety to reflect such amendments, effective from the date of and as set forth in this Agreement.

NOW, THEREFORE , the parties agree as follows:

1.	DEFINITIONS AND INTERPRETATION

Definitions

. The following capitalized terms used herein shall have the following meanings unless the context otherwise requires:

“ Absent Shareholder ” has the meaning set forth in Section 8.1.7 .

“ Additional Contribution ” has the meaning set forth in Section 5.2.1 .

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“ Additional Plant ” has the meaning set forth in Section 4.1 .

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such specified Person.

“ Agent ” means Comerica Bank, as administration agent with respect to the Comerica Loan Agreement.

“ Agreement ” has the meaning set forth in the preamble hereof.

“ AIP Loan Agreement ” means that certain repayable contribution agreement for the Agriinnovation Program: Enabling Commercialization and Adoption Stream, dated as of March 10, 2014, among Her Majesty the Queen in Right of Canada, as represented by the Minister of Agriculture and Agri-Food, BioAmber and the Company.

“ Ancillary Agreements ” means (a) the Amended and Restated Technology License Agreement, (b) the Trademark License Agreement, (c) the BioAmber Services Agreement, (d) the Mitsui Services Agreement, (e) the Assignment Agreement, (f) the Indemnification Agreement, (g) the Financial Support Implementing Agreement, (h) the Reimbursement Agreements and (i) the Master Marketing and Sales Agreements.

“ Applicable Law ” means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes; and (b) orders, decisions, judgments, awards or decrees, in each case of any Governmental Authority of the United States of America, Canada, Japan or other applicable jurisdictions.

“ Appraiser ” has the meaning set forth in Section 5.3.2(a) .

“ Arbitration Party ” has the meaning set forth in Section 22.2.1 .

“ Assignment Agreement ” has the meaning set forth in Section 16.4.4 .

“ BDC ” means the Business Development Bank of Canada.

“ BDC Credit Facility ” has the meaning set forth in Section 5.7.1 .

“ BDC Definitive Agreements ” has the meaning set forth in Section 5.7.2 .

“ BDC Letter of Intent ” has the meaning set forth in Section 5.7.1 .

“ BDO ” means 1,4 Butanediol and Tetrahydrofuran (THF) produced from BSA using the DuPont Technology.

“ BioAmber ” has the meaning set forth in the preamble hereof.

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“ BioAmber IP ” means all Intellectual Property Rights owned, co- or jointly owned, or held by BioAmber or its Affiliates that are necessary, useful or otherwise related to the operation of the Business.

“ BioAmber IP Agreements ” means any and all Contracts concerning Intellectual Property Rights that are necessary, useful or otherwise related to the operation of the Business to which BioAmber or any BioAmber Affiliate is a party or beneficiary, or by which BioAmber or any BioAmber Affiliate, or any of its properties or assets, may be bound, including: (a) licenses of Intellectual Property Rights by BioAmber or any BioAmber Affiliate to any third party, (b) licenses of Intellectual Property Rights by any third party to BioAmber or any BioAmber Affiliate, (c) Contracts between BioAmber or any BioAmber Affiliate and any third party relating to the transfer, development, maintenance or use of Intellectual Property Rights, (d) covenants not to sue under or releases from any claim of damages for infringement, unauthorized use or disclosure, or misappropriation of any third party’s Intellectual Property Rights and (e) Consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Intellectual Property Rights.

“ BioAmber Lux ” has the meaning set forth in the preamble hereof.

“ BioAmber Parties ” has the meaning set forth in the preamble hereof.

“ BioAmber Right to Approve ” has the meaning set forth in Section 8.1.2 .

“ BioAmber Services Agreement ” has the meaning set forth in Section 16.4.2 .

“ BioAmber Technology ” means the BioAmber IP and the Licensed IP.

“ BioAmber Triggering Event ” has the meaning set forth in Section 11.3.1 .

“ BioAmber Triggering Event Notice ” has the meaning set forth in Section 11.4.1 .

“ Board ” means the board of directors of the Company.

“ Books and Records ” has the meaning set forth in Section 9.3.1 .

“ Book Value ” means, with respect to a Share, the aggregate book value of the Company’s net assets (calculated as the Company’s total assets minus its total liabilities) based on the balance sheet of the Company for the last Financial Year, or latest complete quarter or month, whichever is most recent, divided by the number of outstanding Shares.

“ BSA ” means bio-based succinic acid.

“ Business ” has the meaning set forth in Section 3.1 .

“ CCO ” means the Chief Commercial Officer of the Company.

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“ Change of Control ” with respect to a Person means the occurrence of any of the following events: (a) the acquisition by any other Person or group of Persons, through any transaction or series of related transactions, of Control of such Person; (b) such Person c onsolidates with, or merges with or into, another Entity, whether or not such Person is the surviving Entity of such transaction, unless immediately after such consolidation or merger the Person or group of Persons who Controlled such Person immediately pr ior to the transaction Control such surviving Entity; or (c) a sale or other transfer of all or a substantially all of the assets or business of such Person. In addition, a “Change of Control” with respect to BioAmber Lux (or any Permitted Transferee ther eof) shall be deemed to occur if BioAmber sells or otherwise transfers all or substantially all of its BSA-related assets or business (including the BioAmber Technology).

“ Charter Documents ” of any Person means such Person’s articles of incorporation, certificate of formation, memorandum or articles of association, by-laws or equivalent governing or organizational documents.

“ Comerica Loan Agreement ” means that certain Loan Agreement, dated as of June 20, 2014, as amended by a waiver and first amending agreement dated as of May 12, 2015 (and as it may be further amended from time to time), among the Company, the Lenders party thereto and the Agent, governing the terms of a credit facility to the Company in the aggregate principal amount of up to $20,000,000.

“ Company ” has the meaning set forth in the preamble hereof.

“ Company Bank Account ” has the meaning set forth in Schedule 1.1 .

“ Company Valuation ” has the meaning set forth in Section 5.3.2 .

“ Confidential Information ” means all Trade Secrets and other confidential and/or proprietary information of a Person, including business, technical, or financial information relating to the matters contemplated hereby, the terms or existence of this Agreement or other matters relating to the operation of the Business contemplated hereby.

“ Consent ” means any approval, consent, ratification, permission, waiver or authorization (including by or from any Governmental Authority)

“ Contract ” means any agreement, contract, consensual obligation, promise, understanding, arrangement, commitment or undertaking of any nature (whether written or oral and whether express or implied), whether or not legally binding.

“ Contribution Notice ” has the meaning set forth in Section 5.2.1 .

“ Control ” of a Person (and, with correlative meaning, “ Controls ” and “ Controlled ”) means (i) the ownership of a majority of the voting securities of such Person or (ii) the possession, direct or indirect, of the power to direct or cause the direction of the management and

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policies of such Person, whether th rough the ownership of Equity Securities, by Contract or otherwise.

“ Convertible Loan ” has the meaning set forth in Section 5.6.1 .

“ Copyrights ” means all copyrights and copyrightable works, and applications for registration thereof, including all rights of authorship, publication, reproduction, distribution, performance and transformation and moral rights, together with all other interests accruing by reason of international copyright conventions.

“ Co-Sale Right ” has the meaning set forth in Section 11.4.2 .

“ Defaulting Shareholder ” means a Shareholder in respect of whom an Event of Default has occurred and is continuing.

“ Default Option Exercise Notice ” has the meaning set forth in Section 18.2.5 .

“ Defending Party ” has the meaning set forth in Section 22.2.5 .

“ Director ” means a member of the Board.

“ Disclosing Party ” has the meaning set forth in Section 23.14.1 .

“ Dispute ” has the meaning set forth in Section 22.1 .

“ Dissolution Event ” has the meaning set forth in Section 19.1 .

“ Dissolution Notice ” has the meaning set forth in Section 19.1 .

“ Dollars ” or “ $ ” refers to lawful currency of Canada.

“ Dow Chemical ” means The Dow Chemical Company.

“ Drag-Along Expiration Date ” has the meaning set forth in Section 11.3.1 .

“ Drag-Along Right ” has the meaning set forth in Section 11.3.1 .

“ Dupont ” means E. I. du Pont de Nemours.

“ DuPont Technology ” means all Intellectual Property Rights licensed or sublicensed by Dupont to BioAmber or a BioAmber Affiliate that are necessary or useful to or otherwise used in connection with the production of BDO, including all Patents and other Intellectual Property Rights licensed to BioAmber S.A.S. under the License Agreement, dated as of June 28, 2010, between DuPont and BioAmber S.A.S.

“ Encumber ” and “ Encumbrance ” have the respective meanings set forth in Section 10.2.1 .

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“ Entity ” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust or company (including any limited liability company or joint stock company).

“ EPC Contract ” means, collectively, one or more engineering, procurement and/or construction contracts to be entered into between the Company and one or more EPC Firms in respect of Phase I of the Initial Plant consisting of the construction of the initial phase of the Initial Plant having an initial annual capacity of 30,000 MT of BSA.

“ EPC Firm ” or “ EPC Firms ”means, collectively, the engineering, procurement and/or construction firm(s) retained by the Company for the construction of the Initial Plant pursuant to the EPC Contract.

“ Equity Securities ” means, with respect to any Person, such Person’s capital stock, issued share capital, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, issued share capital, membership interests, partnership interests, registered capital, joint venture or other ownership interests (whether or not such derivative securities are issued by such Person).

“ Event of Default ” has the meaning set forth in Section 18.1.1 .

“ Fair Market Value ” means fair market value.

“ Financial Statements ” means the financial statements of the Company.

“ Financial Support Implementing Agreement ” means that certain Financial Support Implementing Agreement, dated as of May 25, 2015, among the BioAmber Parties and Mitsui.

“ Financial Year ” means the financial or fiscal year of the Company, which shall end on December 31 of each year.

“ Financing Share Price ” has the meaning set forth in Section 5.3.2 .

“ First Additional Mitsui Capital Contribution ” means the amount of $12,500,000 provided by Mitsui to the Company as a capital contribution as of February 12, 2016, in accordance with the Term Sheet.

“ First Amended and Restated JVA ” has the meaning set forth in the recitals hereof.

“ First Refusal Notice ” has the meaning set forth in Section 11.2.1 .

“ Governmental Approval ” means any: permit, license, certificate, concession, approval, consent, ratification, permission, clearance, confirmation, exemption, waiver, franchise, certification, designation, rating, registration, variance, qualification, accreditation or

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authorization issued, granted, given or otherwise made available by any Governmental Authority.

“ Governmental Authority ” means (a) any government or political subdivision thereof (including any state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature); (b) any department, agency or instrumentality of any government or political subdivision thereof; (c) any court or arbitral tribunal; and (d) the governing body of any securities exchange, in each case having competent jurisdiction.

“ ICC ” means the International Chamber of Commerce.

“ ICC Rules ” has the meaning set forth in Section 22.2.1 .

“ IFRS ” means the international accounting standards or the international financial reporting standards prescribed by the International Accounting Standards Board and its successors.

“ Indemnification Agreement ” has the meaning set forth in Section 8.2.14 .

“ Initial Plant ” has the meaning set forth in Section 3.1 .

“ Initial Plant Site ” has the meaning set forth in Section 17.1.16 .

“ Intellectual Property Rights ” means all right, title, and interest arising from or in respect of any of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (a) all Patents; (b) all Trademarks; (c) all Copyrights; (d) Trade Secrets or Know-how; and (e) all rights, benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued, including the exclusive rights to apply for and maintain all registrations, renewals, and extensions, to sue for all past, present, and future infringements, unauthorized uses or disclosures, or misappropriations of any rights relating thereto, and to settle and retain proceeds from any such actions.

“ Issuance Notice Period ” has the meaning set forth in Section 14.3 .

“ IPO ” means an initial public offering of Equity Securities pursuant to a prospectus, an effective registration statement, a listing agreement or otherwise in any jurisdiction.

“ Joinder Agreement ” has the meaning set forth in Section 23.16 .

“ Know-how ” means all title, right and interest in all Trade Secrets, ideas, methods, concepts, proprietary techniques, processes, formulae, specifications, inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), business and other methodologies, scientific, technical, research, development, engineering and business information, and other know-how, including all Trade Secret rights arising under any law, including common law, state law, federal law or laws of foreign countries, other than Copyrights, Patents and Trademarks.

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“ Lenders ” means any third-party lenders of the Company.

“ Licensed IP ” means any and all Intellectual Property Rights that BioAmber or its Affiliates are licensed or otherwise permitted by other Persons to use under the BioAmber IP Agreements that are necessary, useful or otherwise related to the operation of the Business.

“ Loss ” means any loss, damage, injury, decline in value, liability, claim, demand, settlement, judgment, award, fine, penalty, tax, fee (including any attorney’s, accountant’s, expert’s or other advisor’s fees, costs and expenses), charge, cost (including any cost of investigation) or expense of any nature, whether or not involving a third-party claim.

“ Marketing Policy ” has the meaning set forth in Schedule 8.1.3(m) .

“ Master Marketing and Sales Agreements ” means (a) that certain Master Marketing and Sales Agreement, dated as of February 8, 2016, between BioAmber and the Company, and (b) that certain Master Marketing and Sales Agreement, dated as of February 8, 2016, between Mitsui and the Company.

“ Minimum Volume ” has the meaning set forth in Section 9.1 .

“ Mitsui ” has the meaning set forth in the preamble hereof.

“ Mitsui Maximum Commitment ” has the meaning set forth in Section 5.1.5 .

“ Mitsui Services Agreement ” has the meaning set forth in Section 16.4.3 .

“ NatureWorks ” means NatureWorks LLC.

“ Offered Shares ” has the meaning set forth in Section 11.1.1 .

“ Offering Shareholder ” has the meaning set forth in Section 11.1.1 .

“ Offering Shareholder Terms ” has the meaning specified in Section 11.1.4 .

“ Offer Notice ” has the meaning set forth in Section 11.1.2 .

“ Operational Date ” means the date on which (i) the physical facilities of the Initial Plant have been constructed, installed, commissioned and become operational and (ii) the Initial Plant has had a period of ten (10) days of continuous operation.

“ Opportunity Assessment ” has the meaning set forth in Section 9.1 .

“ Original JVA ” has the meaning set forth in the recitals hereof.

“ Oversubscription Rights ” has the meaning set forth in Section 14.1 .

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“ party ” means any signatory to this Agreement and any Person that subsequently becomes a party to this Agreement as provided herein.

“ Patents ” means all patent rights, title and interests in and to all letters patent and rights accorded under patent law systems, utility models, and applications therefor, including continuations, divisionals, continuations-in-part, reissues, reexaminations, substitutions, renewals, and extensions thereof, foreign counterparts thereto, and patents issuing thereon.

“ PBS ” means a polymer comprised primarily of residues of diacids and diols, wherein the diacid component comprises at least 65% by mole of BSA and the diol component comprises at least 65% by mole of BDO.

“ Permitted Issuance ” has the meaning set forth in Section 14.1 .

“ Permitted Transferee ” has the meaning set forth in Section 10.2.3 .

“ Person ” means any individual, Entity or Governmental Authority.

“ Petitioning Party ” has the meaning set forth in Section 22.2.5 .

“ Plant Manager ” has the meaning set forth in Section 8.1.2(c) .

“ Preemptive Rights ” has the meaning set forth in Section 14.1 .

“ President ” means the President of the Company.

“ Proceeding ” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation that is, has been or may in the future be commenced, brought, conducted or heard at law or in equity or before any Governmental Authority or any arbitrator or arbitration panel.

“ Proposed Issuance ” has the meaning set forth in Section 14.2 .

“ Proposed Recipient ” has the meaning set forth in Section 14.1 .

“ Pro Rata Share ” means, with respect to a Shareholder, the proportion that the number of Shares held by such Shareholder (together with any Permitted Transferee thereof) bears to the aggregate number of Shares held by all Shareholders.

“ Provisional Remedy ” has the meaning set forth in Section 22.2.6 .

“ PTT-MCC Biochem ” means PTT MCC Biochem Ltd.

“ Receiving Party ” has the meaning set forth in Section 23.14.1 .

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“ Reimbursement Agreements ” means (a) that certain Reimbursement Agreement, dated as of July 31, 2015, between the Company and Mitsui, in relation to Mitsui’s guaranty with respect to the Comerica Loan Agreement, and (b) that certain Reimbursement Agreement, dated as of July 31, 2015, between the Company and Mitsui, in relation to Mitsui’s guaranty with respect to the SJIF Loan Agreement.

“ Registered IP Assets ” means Patents, registered Trademarks, and registered Copyrights, including any pending applications for any of the foregoing owned by BioAmber or any of its Affiliates.

“ ROFO Exercise Notice ” has the meaning set forth in Section 11.1.3 .

“ Second Additional Mitsui Capital Contribution ” has the meaning set forth in Section 5.1.3(a) .

“ Secretary ” means the secretary of the Company.

“ Shareholder ” means (i) BioAmber Lux, (ii) Mitsui or (iii) any other Person who becomes a holder of Shares in accordance with the terms of this Agreement and executes a Joinder Agreement, in each case for so long as such Person remains a holder of any Shares.

“ Shares ” means all ordinary shares in the share capital of the Company that may be authorized and issued from time to time.

“ SJIF Loan Agreement ” means that certain Loan Agreement, dated as of September 30, 2011 (as amended from time to time), between Her Majesty The Queen In Right of the Province of Ontario, as represented by the Minister of Economic Development and Innovation (formerly known as the Minister of Economic Development and Trade), and the Company, governing the terms of a credit facility to the Company in the aggregate principal amount of up to $15,000,000.

“ Subscription Agreements ” has the meaning set forth in the recitals hereof.

“ Supply Contracts ” means the Contracts set forth in Schedule 16.5 , as such Schedule may be amended from time to time as provided herein.

“ Technology License Agreement ” means that certain Amended and Restated Process and Technology License Agreement, dated as of January 24, 2014, as amended as of the date hereof (including pursuant to the Third Amendment to Technology License Agreement), among BioAmber, BioAmber Lux, as licensor, and the Company, as licensee, in respect of the production of BSA and BDO.

“ Term Sheet ” means that certain term sheet among the parties hereto, dated as of February 8, 2016, relating to the amendments to the First Amended and Restated JVA and the Technology License Agreement that are further implemented hereby and by the Third Amendment to Technology License Agreement, respectively.

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“ Third Amendment to Technology License Agreement ” means that certain third am endment to the Technology License Agreement, entered into by BioAmber, BioAmber Lux and the Company concurrently with the execution of this Agreement, providing for an increase in the royalty rate payable by the Company to BioAmber Lux prior to the GTR Com pletion Date (as such term is defined in the Technology License Agreement) from *** of Product (as such term is defined in the Technology License Agreement) sold by the Company to third parties to *** for such sales (with the royalty rate applicable to sal es of Product by the Company following the GTR Completion Date (or ***) being unchanged).

“ Third Party Acquirer ” has the meaning set forth in Section 11.3.1 .

“ Trademark License Agreement ” has the meaning set forth in Section 16.4.1 .

“ Trademarks ” means all trademarks, service marks, trade names, service names, brand names, trade dress, together with the goodwill associated with any of the foregoing, and all applications, ITU Applications, registrations and renewals thereof.

“ Trade Secrets ” means any trade secrets or similar forms of protection for confidential information, including invention disclosures, formulae, recipes, specifications (including information regarding materials, ingredients, tools, apparatus, sources, vendors), procedures, processes, methods, techniques, ideas, creations, inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), improvements, know-how, research and development, technical data, designs, models, algorithms, subroutines and similar confidential information.

“ Transfer ” has the meaning set forth in Section 10.2.1 .

“ Transfer Negotiation Period ” has the meaning set forth in Section 11.1.3 .

“ Transferring BioAmber Party ” has the meaning set forth in Section 11.2.1 .

“ Transferring Shareholder ” has the meaning set forth in Section 11.1.1 .

“ Transfer Terms ” has the meaning set forth in Section 11.1.3 .

“ Tribunal ” has the meaning set forth in Section 22.2.3 .

“ Trigger Event ” has the meaning set forth in Section 5.6.2 .

“ Valuation Deadline ” has the meaning set forth in Section 5.3.2 .

“ Vinmar ” means Vinmar International, Ltd.

“ Vinmar TOP ” means that certain Master Product Offtake Agreement, dated as of July 3, 2014, among Vinmar, BioAmber and the Company.

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1.2 Interpretation .

1.2.1 The terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement, in each case shall refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement. Whenever the words “include,” “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” or “but not limited to” or words of like import. The term “or,” as used herein, is not exclusive. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.

1.2.2 Any reference to a statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted and to any applicable rules or regulations promulgated thereunder. Any reference to any agreement or document (including this Agreement) shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.

1.2.3 Any reference to any Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities.

1.2.4 Each party has participated in the drafting of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

1.2.5 All references in this Agreement to “Section,” “Exhibit”, “Schedule” or “Annex” (or similar references) shall be deemed to be references to a section of, or exhibit, schedule or annex to, this Agreement, unless the context otherwise requires. Headings set forth in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

2.	THE COMPANY

Formation

. The BioAmber Parties have formed the Company as a Canadian corporation in accordance with Applicable Law and subject to the terms and conditions set forth in this Agreement.

Name

. The name of the Company shall be BioAmber Sarnia Inc. unless changed by mutual agreement of the Shareholders. All business of the Company shall be conducted in the name of the Company.

Principal Place of Business

. The Company’s principal place of business shall be 1086, Modeland Road, Building 1010, Room 251, Sarnia, Ontario, N7S 6L2, unless changed to a

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different location by mutual agreement of the Shareholders (it being understood that the foregoing address may change once the Initial Plant is built).

Subsidiaries; Shareholders

. The Company shall have no subsidiaries except if and to the extent agreed by all of the Shareholders. The Company shall have no Shareholders (other than the then-current Shareholders) except as expressly permitted by this Agreement or as all of the Shareholders may otherwise agree.

Foreign Qualification

. Prior to the Company conducting business in any jurisdiction in which it is required, as a result of such activities, to qualify to do business, the Company shall comply with all requirements necessary to qualify it to do business in such jurisdiction. Each Shareholder shall execute and deliver any certificates and other instruments that are necessary or appropriate for the Company to qualify and continue to do business as a foreign entity in such jurisdiction.

Term

. The Company shall continue in existence from its date of formation until its dissolution in accordance with the provisions of this Agreement, its Charter Documents and Applicable Law.

3.	BUSINESS OF THE COMPANY

Business

. The business of the Company (the “ Business ”) shall be to finance, build and operate a plant in Sarnia, Ontario, Canada to produce and sell BSA and BDO using the BioAmber Technology, and having the capaci ty (including expanded capacity) contemplated by Section 3.2 (the “ Initial Plant ”).

Initial Plant Commission and Capacity

. The Initial Plant has achieved mechanical completion with an initial annual capacity of approximately 30,000 MT of BSA and is presently under ramp-up of production.

4.	ADDITIONAL PLANT

Additional Plant

. In addition to the Initial Plant, the BioAmber Parties and Mitsui intend to build and operate an additional plant to produce and sell BSA and BDO using the BioAmber Technology, or some combination thereof as the applicable parties may agree, to be located either in Canada or in United States (the “ Additional Plant ”).

Construction of Additional Plant

. The BioAmber Parties and Mitsui shall discuss in good faith the construction and operation of the Additional Plant, according to terms and conditions between them similar to those applicable to the Initial Plant or as such parties may otherwise agree. The BioAmber Parties and Mitsui will consider the possibility of seeking the participation of a local equity partner that can provide access to feedstock, offer operational

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capabilities or enter into a meaningful off-take agreement in respect of the output of the Additional Plant.

PBS Technology

. If the BioAmber Parties and Mitsui agree to jointly develop the Additional Plant, BioAmber may seek to secure rights to PBS technology in order to carry out integrated manufacturing of PBS at the Additional Plant through: (i) a partnership with PTT-MCC Biochem; (ii) a license from PTT-MCC Biochem; (iii) a sub-license from a licensee of PTT-MCC Biochem, such as NatureWorks; or (iv) a partnership with, or license from, another PBS technology provider. The BioAmber Parties and Mitsui shall negotiate in good faith Mitsui’s eventual involvement in PBS manufacturing.

Non-Binding Provisions

. Notwithstanding anything herein to the contrary, the provisions of each of Sections 4.1 , 4.2 and 4.3 are a statement of intent only and are not, and shall not be deemed to be, binding obligations of either of the BioAmber Parties or Mitsui. Without limiting the generality of the foregoing, as between such parties, none of the BioAmber Parties nor Mitsui shall have any obligation in respect of the construction of the Additional Plant, which construction is subject to, among other things, satisfactory market feasibility studies, agreement on capital budgets and obtaining necessary internal approvals, all at the sole discretion of each such party.

5.	FINANCING OF THE COMPANY

5.1 Financing Commitments of the Shareholders .

5.1.1 BioAmber Lux Capital Contributions . Pursuant to its Subscription Agreement and its funding of further capital calls by the Company, BioAmber Lux has provided to the Company as of the date hereof capital contributions in the aggregate amount of $95,900,000.

5.1.2 Mitsui Capital Contributions . Pursuant to its Subscription Agreement and its funding of further capital calls by the Company, Mitsui has provided to the Company as of the date hereof capital contributions in the aggregate amount of $53,600,000 (including therein the First Additional Mitsui Capital Contribution).

5.1.3 Additional Capital Contributions .

(a) Second Additional Mitsui Capital Contribution . Provided that none of the events set forth in Section 18.1.1(c) has occurred with respect to BioAmber, Mitsui shall provide to the Company, (i) no later than February 26, 2016, an additional capital contribution in an aggregate amount equal to $7,500,000, and (ii) no later than March 11, 2016, an additional capital contribution in an aggregate amount equal to $5,000,000 (collectively, the “ Second Additional Mitsui Capital Contribution ”), by wire transfer of immediately available funds to the Company Bank Account.

(b) Use of Proceeds . The proceeds of the First Additional Mitsui Capital Contribution and the Second Additional Mitsui Capital Contribution shall

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be used t o fund the cash requirements of the Company, including fulfilling its outstanding payment obligations to counterparties such as EPC Firms, suppliers and service providers.

5.1.4 Loan Guarantees . As of the date hereof, BioAmber Lux (or BioAmber, as the case may be) and Mitsui have provided guarantees in favor of Lenders in respect of loans provided by such Lenders to the Company, in the respective amounts set forth in Schedule 5.1.4 , and, for the avoidance of doubt, neither any of the BioAmber Parties nor Mitsui is presently required to provide any further guarantees with respect to loans made to the Company. Subject to Sections 5.4 and 5.5.2 , if requested by the Board pursuant to a written request made to all, but not less than all, of the Shareholders, each of BioAmber Lux and Mitsui shall have the right, but not the obligation, to provide additional guarantees in favor of Lenders in respect of further loans provided by such Lenders to the Company, in each case within thirty (30) days of the date of such request (or such longer period as the Board may determine, which period shall apply equally to all Shareholders); provided , that (i) in the event that the respective guarantees provided by BioAmber and Mitsui in respect of the Comerica Loan Agreement expire or are terminated, such parties shall be required, if so requested by the Board, to provide the Company with additional capital contributions or parent company guarantees up to the amount of such expired or terminated guarantees in accordance with their then respective Pro Rata Shares, (ii) any such guarantees requested by the Board shall be allocated between the Shareholders in accordance with their respective Pro Rata Shares and (iii) if and to the extent that any such Lender so requests (and the BioAmber Parties agree), such guarantees shall be provided by BioAmber on behalf of BioAmber Lux, which guarantees so provided by BioAmber shall be deemed to have been allocate d to BioAmber Lux’s Pro Rata Share. In the event that (x) either Shareholder provides less than its full Pro Rata Share of any such additional loan guarantee within the applicable period therefor and (y) the other Shareholder contributes its full Pro Rata Share of such additional loan guarantee within the applicable period therefor, then such fully guaranteeing Shareholder shall have the right, but not the obligation, to provide an additional loan guarantee in favor of the relevant Lender(s) up to the loan guarantee amount not provided by the other Shareholder. For the guarantees in favor of Lenders that Mitsui and BioAmber Lux (and/or BioAmber) provide according to the terms of this Section 5.1.4 , the Company shall pay to each of Mitsui and BioAmber Lux ( and/or BioAmber) an annual fee in respect of their respective guarantees of the loans provided by such Lenders in the amounts and pursuant to such terms as Mitsui and BioAmber mutually agree (including, with respect to Mitsui, as provided in the Reimbursement Agreements in relation to the loans referenced therein).

5.1.5 Mitsui Maximum Commitment . For the avoidance of doubt, notwithstanding anything herein to the contrary, in no event shall Mitsui be obligated to provide capital contributions, guarantees or other financial support to or on behalf of the Company pursuant to this Section 5.1 , Section 5.2 or otherwise if and to the extent that the amount of such capital contributions or exposure under such guarantees or other financial support, together with all amounts previously financed by (and not repaid to) Mitsui and all amounts for which Mitsui is then currently exposed with respect to guarantees or other financial support, exceed $45,600,000 (the “ Mitsui Maximum Commitment ”). For further clarity, however, Mitsui shall have the right,

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in its sole discretion, to provide up to its Pro Rata Share of any financial support requested by the Board in excess of the Mitsui Maximum Commitment.

5.1.6 Pro Rata Shares . In exchange for the amount of the Second Additional Mitsui Capital Contribution, the Company shall issue to Mitsui additional Shares at the price set forth in Section 5.3.1 . The respective Pro Rata Shares of the Shareholders shall be proportionally adjusted to reflect the additional Shares issued to Mitsui in exchange for the amount of the Second Additional Mitsui Capital Contribution.

5.2 Additional Financial Contributions .

5.2.1 Additional Contributions . If the Board determines that the Company requires financial contributions in excess of the commitments set forth in Section 5.1 , in the form of equity, loans, guarantees or otherwise (any such financial contribution, an “ Additional Contribution ”), then the President, on behalf of the Board, shall provide written notice thereof to each Shareholder, setting forth the nature, amount and other relevant terms of the Additional Contribution (a “ Contribution Notice ”); provided , that in the event that the President does not provide such Contribution Notice to each Shareholder within five (5) business days from the date of the relevant Board resolution, then any Director shall be entitled to provide such Contribution Notice to each Shareholder on behalf of the Board (which Contribution Notices shall be effective as if they had been provided by the President). The Shareholders shall thereupon engage in good faith discussions in respect of such Additional Contribution, including the terms and intended purpose thereof, for a period of fifteen (15) days (or such other period as the Shareholders may mutually agree) after the date the Board delivered to the Shareholders the relevant Contribution Notice, and the Board shall implement any agreement in respect of such Additional Contribution that the Shareholders may thereby reach. Subject to the preceding sentence, each Shareholder shall have the right, but not the obligation, to contribute up to its Pro Rata Share of any Additional Contribution, within thirty (30) days after the expiration of the fifteen (15) day period (or such other period as the Shareholders may mutually agree) referred to in the preceding sentence (subject to such additional period of time as may be necessary to determine the applicable per Share price in accordance with Section 5.3.2 , if applicable).

5.2.2 Shortfall . In the event that (i) the Board issues a Contribution Notice for an Additional Contribution in the form of equity, (ii) either Shareholder contributes less than its full Pro Rata Share of such Additional Contribution within the applicable period therefor and (iii) the other Shareholder contributes its full Pro Rata Share of such Additional Contribution within the applicable period therefor, then such contributing Shareholder shall have the right, but not the obligation, to provide funds to the Company up to the amount not contributed by the other Shareholder. In such event, the Company shall issue additional Shares to the contributing Shareholder, and the respective Pro Rata Shares of the Shareholders shall be adjusted, in accordance with Section 5.3 . For the avoidance of doubt, any reduction in Mitsui’s Pro Rata Share pursuant to this Section 5.2.2 shall proportionally reduce Mitsui’s economic right to receive dividends or other distributions from the Company but shall not reduce or otherwise affect in any manner whatsoever any other rights of Mitsui hereunder, including its rights under Section 8 .

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Share Valuation

. Except as otherwise provided in Sections 5.1.6 , 5.6.4(e) and the last sentence of Section 5.6.5 :

5.3.1 Valuation Pre-Operational Date . For any capital call made by the Board to be funded prior to the Operational Date, the price per Share to be issued pursuant to such capital call shall be equal to the per Share purchase price for the Shares acquired by Mitsui and BioAmber Lux pursuant to the Subscription Agreements, which price is equal to $10 per Share.

5.3.2 Valuation Post-Operational Date . For any capital call made by the Board to be funded on or after the Operational Date, the Shareholders shall discuss and negotiate in good faith on a valuation of the Company (as of the date of the applicable capital call notice) for the purpose of determining the price per Share to be issued in the applicable capital call (each, a “ Company Valuation ”), and such price per Share shall be equal to the quotient of such Company Valuation and the total number of then-issued and outstanding Shares (the “ Financing Share Price ”). If the Shareholders are unable to agree on the Company Valuation within thirty (30) days, or such other period as agreed by the Shareholders, after receipt of the applicable capital call notice (the “ Valuation Deadline ”), then the Financing Share Price shall be equal to the Fair Market Value of the Shares as of the date of such capital call notice and shall be determined by an appraisal as follows:

(a) the Shareholders shall discuss in good faith with a view to agreeing on the appointment of an independent investment bank or independent accounting firm of recognized international standing (the “ Appraiser ”), and if the Shareholders reach agreement on the appointment of the Appraiser within thirty (30) days after the Valuation Deadline, such Company Valuation shall be determined by the Appraiser in accordance with clauses (b) and (c) immediately below. If the Shareholders are unable to reach agreement on and appoint the Appraiser within thirty (30) days after the Valuation Deadline, then the Appraiser shall be appointed by the International Centre for Expertise in accordance with the provisions for the appointment of experts under the Rules for Expertise of the ICC. The cost, fees and expenses incurred in connection with the appointment of the Appraiser shall be borne equally between the Shareholders.

(b) The parties agree that the basis for determining the Fair Market Value shall be the price that would be paid in an arm’s-length sale between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.

(c) The Appraiser shall submit its appraisal report to each of the Shareholders and the Company within thirty (30) days after the date of its appointment. The appraisal set forth in such appraisal report shall be the definitive Fair Market Value of the Shares, and it shall be final and binding on the Shareholders for the purposes of this Section 5.3.2 .

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Guarantees

. Any obligations of the Shareholders (or BioAmber, as the case may be) in respect of third parties (whether arising from loan guarantees pursuant to Section 5.1.4 or otherwise) shall be on a several or individual basis and not on a joint or collective basis, and no Shareholder shall be liable to third parties in respect of any obligation of any other Shareholder (or BioAmber, as the case may be).

5.5 Comerica Loan Agreement .

5.5.1 Comerica Loan Agreement Modifications . BioAmber, Mitsui and the Company shall promptly from the date hereof cooperate in good faith to engage in (or continue their) negotiations with the Agent and the Lenders under the Comerica Loan Agreement, as applicable, to effect the following amendments, modifications and waivers with respect to such loan agreement, with a target date to implement such amendments, modifications and waivers by March 31, 2016:

(a) Termination of Share Pledges . Terminate (i) the Pledge and Assignment Agreement, dated as of May 12, 2015, between BioAmber Lux and the Agent, with respect to the pledge and assignment of the Shares held by BioAmber Lux in favor of the Agent (acting on behalf of the Lenders under the Comerica Loan Agreement), and cancel the security interest in such Shares created thereunder; and (ii) the Pledge and Assignment Agreement, dated as of May 12, 2015, between Mitsui and the Agent, with respect to the pledge and assignment of the Shares held by Mitsui in favor of the Agent (acting on behalf of the Lenders under the Comerica Loan Agreement), and cancel the security interest in such Shares created hereunder;

(b) BioAmber Insolvency Event . Provide that an Insolvency Event (as such term is defined in the Comerica Loan Agreement) with respect to BioAmber will not constitute an Event of Default (as such term is defined in the Comerica Loan Agreement); and

(c) Restricted Cash Covenants . A waiver of all of the Company’s obligations under the Comerica Loan Agreement, and any document ancillary thereto, with respect to the Debt Service Reserve Account, the Maintenance Reserve Account, the Cost Overrun Account and the Punch List Reserve Sub-Account, as such terms are defined respectively in Sections 5.2, 5.3, 5.4 and 5.5 of the Comerica Loan Agreement.

5.5.2 Comerica Loan Agreement Guarantee .

(a) Mitsui Loan Guarantee . Mitsui may, in its sole discretion (it being understood that Mitsui shall not have any obligation to offer any such undertaking, and the making of such offer shall not be a condition to the parties’ commitment hereunder to negotiate such amendments, modifications and waivers), as an inducement for the Agent and the Lenders under the Comerica Loan Agreement to execute the amendments, modifications and waivers with respect to the Comerica

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Loan Agreement describ ed in Section 5.5.1 , undertake to guarantee all of the Secured Obligations (as such term is defined in the Comerica Loan Agreement) under the Comerica Loan Agreeme nt, pursuant to a guarantee agreement in form and substance mutually agreeable to the Agent, the Lenders under the Comerica Loan Agreement and Mitsui. If Mitsui so undertakes to assume such guarantee under the Comerica Loan Agreement, BioAmber and the Com pany shall cooperate with Mitsui to effect such guarantee assumption.

(b) Guarantee Fee . In consideration of Mitsui’s assumption of such additional guarantee obligation in accordance with Section 5.5.2(a) , the Company shall pay to Mitsui an annual guarantee fee equal to 1.0% of the aggregate amount of the additional guarantee obligation with respect to the Comerica Loan Agreement assumed by Mitsui as provided herein, which guarantee fee shall be paid by the Company to Mitsui in a manner consistent with the payment of the existing guarantee fees payable by the Company to Mitsui pursuant to the Reimbursement Agreements.

(c) Additional Modifications to Comerica Loan Agreement . Furthermore, the parties acknowledge and agree that Mitsui may request additional amendments and modifications to the Comerica Loan Agreement, to conform its terms and conditions to those accepted by other lenders under other loan instruments guaranteed by Mitsui, in which case the parties shall endeavor to discuss in good faith such additional proposed amendments and modifications and to engage in negotiations with the Agent and the Lenders under the Comerica Loan Agreement, as applicable, in order to implement them.

Convertible Loan

5.6.1 Convertible Loan . If Mitsui guarantees all of the Secured Obligations under the Comerica Loan Agreement pursuant to Section 5.5.2 , then in connection with any (x) Event of Default by the Company under the Comerica Loan Agreement or (y) Trigger Event, Mitsui shall have the right (but not the obligation) to provide to the Company (and the Company shall accept) a convertible loan to enable the Company to repay all of the amounts outstanding under the Comerica Loan Agreement (the “ Convertible Loan ”), as further provided herein.

5.6.2 Trigger Event . As used in this Section 5.6 , a “ Trigger Event ” shall be deemed to have occurred at any time if, within thirty (30) days, (x) a shortage in the Company’s cash position is expected to occur ( i.e. , the Company is expected to lack sufficient cash to cover its payment commitments) or (y) the Company is expected to be in breach or default (including with respect to any of its payment obligations, financial covenants or any other covenants that require it to satisfy minimum cash requirements) under any of its loan agreements or to be in breach or violate any other Contract to which it is a party (including supply agreements and service agreements), in each case in the absence at such time of (i) sufficient effective waivers granted by Lenders, contractors, suppliers or other relevant counterparties in respect of which the Company has payment commitments that avoid the occurrence of an event of default under the loan

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documents with the Lenders and a breach or violation of any other Contract to which the Company is a party (including supply agreements and service agreements); (ii) sufficient additional funding of the Company provided by the Shareholders based on their respective Pro Rata Shares that avoids the occurrence of an event of default under the loan documents with the Lenders and a breach or violation of any other Contract to which the Company is a party (including supply agreements and service agreements); or (iii) an existing, feasibl e refinancing plan of the Company that is expected to be implemented within a timeframe that avoids the occurrence of an event of default under the loan documents with the Lenders and a breach or violation of any other Contract to which the Company is a p arty (including supply agreements and service agreements). For clarity, a Trigger Event shall not be deemed to have occurred if any of the events referenced in the foregoing clause (i), (ii) or (iii) has occurred.

5.6.3 Information . The Company shall provide to each of BioAmber and Mitsui with sufficient information (including cash projections and detailed information and documents supporting such projections) for each of BioAmber and Mitsui to be able to determine whether a Trigger Event exists.

5.6.4 Terms of Convertible Loan . The Convertible Loan provided by Mitsui to the Company as contemplated hereby (if any) shall be in accordance with the following terms (and such other terms and conditions that Mitsui and BioAmber may agree to):

(a) Use of Proceeds . The proceeds of the Convertible Loan shall be used by the Company to repay all of the amounts outstanding under the Comerica Loan Agreement. For clarity, the Company shall as promptly as possible apply the proceeds from the Convertible Loan to repay (including prepaying prior to the applicable maturity date, in accordance with the terms of the Comerica Loan Agreement) all of the amounts outstanding under the Comerica Loan Agreement;

(b) Interest Rate . To be mutually agreed by Mitsui and BioAmber, based on the range between the interest rate in effect at the time under the Comerica Loan Agreement and the rate offered by BDC;

(c) Repayment Schedule . The repayment schedule of the Convertible Loan shall not be more onerous to the Company than the repayment schedule of the Comerica Loan Agreement which such Convertible Loan is intended to replace;

(d) Timing of Conversion . The amounts outstanding under the Convertible Loan shall be converted (partly or wholly, at Mitsui’s election) into Shares, at Mitsui’s option, exercisable by wr itten notice to BioAmber and the Company, by the end of each calendar quarter until the end of calendar year 2018;

(e) Share Valuation . Any Shares issued by the Company in connection with a conversion of the amounts outstanding under the Convertible Loan shall be issued at a price per Share equal to the lower of (x) $10 per Share and (y) the Fair Market Value of such Shares; and

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(f) Security . In connection with its provision of the Convertible Loan to the Company and the repayment with the proceeds thereof of the amounts outstanding under the Comerica Loan Agreement, Mitsui shall be entitled to receive and be vested with (and the parties shall take all action necessary to so provide and vest on Mitsui) all of the Lenders’ right, title and interest in the Comerica Loan Agreement, the amounts due thereunder, all security and guarantees therefor and all collateral subject to a security interest pursuant to such security, in each case as presently in effect (including a perfected first priority security interest in and pledge of the Shares held by the BioAmber Parties (or their Permitted Transferees)).

5.6.5 Additional BioAmber Lux Capital Contribution . Provided that either (a) Mitsui has provided to the Company the Second Additional Mitsui Capital Contribution or (b) Mitsui’s Pro Rata Share has reached forty percent (40%) or more, then in connection with the making of the Convertible Loan, BioAmber Lux shall have the right (subject to any applicable Lenders’ consent, including with respect to the use of proceeds from such capital contribution as provided in the following sentence) to provide to the Company an additional capital contribution at the end of each calendar quarter during the six (6) month period following the disbursement of the Convertible Loan to the Company in an aggregate amount for all such capital contributions equal to up to (x) BioAmber Lux’s then-current Pro Rata Share (as the same may be adjusted, including as a result of the issuance of additional Shares to Mitsui upon any conversion of the Convertible Loan) multiplied by (y) the then-outstanding aggregate amount of the Convertible Loan. The proceeds of any such capital contribution by BioAmber Lux to the Company shall be used by the Company to repay the amounts outstanding under the Convertible Loan. Any Shares issued by the Company to BioAmber Lux in connection with such additional capital contribution shall be issued at a price per Share equal to the conversion price for Shares issuable under the Convertible Loan.

5.7 BDC Credit Facility .

5.7.1 BDC Letter of Intent . Prior to the date hereof, Mitsui delivered to the Company a signed Shareholders’ consent confirming to the Company its acceptance of the Letter of Intent to finance, dated as of January 26, 2016, issued to the Company by BDC (the “ BDC Letter of Intent ”, and the financing contemplated by the BDC Letter of Intent, the “ BDC Credit Facility ”); provided , that such acceptance is subject to the satisfaction of each of the following conditions: (i) such credit facility shall not require the provision of any guarantee or similar credit support by BioAmber or Mitsui; (ii) an insolvency event with respect to BioAmber shall not constitute an event of default under such credit facility; (iii) such credit facility shall allow for the provision of the Convertible Loan and the additional capital contribution by BioAmber Lux to the Company as contemplated by Section 5.6 (including the use of proceeds from such capital contribution by the Company to repay the amounts outstanding under the Convertible Loan); (iv) the aggregate principal amount under such credit facility shall not exceed $10,000,000; (v) such credit facility shall acknowledge the existence of this Agreement and the rights of the parties hereunder, with the rights of BDC under such credit facility being subject to such rights; and (vi) the definitive terms and conditions of such credit facility shall not be less favorable to the Company than those set forth in the BDC Letter of Intent.

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5.7.2 BDC Definitive Agreements . Upon written request by the Company, Mitsui shall review the definitive agreement implementing the BDC Credit Facility (the “ BDC Definitive Agreements ”) to confirm the following: (a) the te rms and conditions of the BDC Definitive Agreements are not less favorable to the Company than those set forth in the BDC Letter of Intent; and (b) the terms and conditions of the BDC Definitive Agreements are consistent with the BDC Letter of Intent and i tems (i) through (vi) of Section 5.7.1 . Provided that (x) the Company delivers to Mitsui such request for confirmation by no later than March 31, 2016, and (y) Mit sui thereafter confirms that all of the conditions set forth in the preceding clauses (a) and (b) have been satisfied, then Mitsui shall deliver to the Company a signed Shareholders’ consent confirming to the Company its acceptance of the BDC Definitive Ag reements.

6.	NON-FINANCIAL CONTRIBUTIONS

BioAmber Non-Financial Contributions

. BioAmber shall make available to the Company the following functions and capabilities: (i) application development and technical sales support; (ii) hiring and training of plant personnel; and (iii) oversight of the EPC Contract.

Mitsui Non-Financial Contributions

. Mitsui shall make available to the Company the following functions and capabilities: (i) know-how regarding shipping and logistics, warehousing, credit checks, frei ght insurance, and trade finance globally; (ii) facilitation of potential sales in Asia; and (iii) support in implementing the Company’s internal control systems.

Provision of Non-Financial Contributions

. The functions and capabilities referred to in Sections 6.1 and 6.2 shall be provided by each of BioAmber and Mitsui to the Company (a) by appointing appropriate Directors at no cost to the Company (other than as set forth in Section 8.2.12) ; (b) by seconding to the Company personnel of such party, on terms, including costs to be charged to the Company, to be agreed (subject to Section 8.1.3 ); or (c) as BioAmber, Mitsui and the Company may otherwise agree.

7.	REDUCTION/TERMINATION OF CONTRIBUTIONS

Reduction/Termination of Contributions

. In the event of a reduction of any Shareholder’s Pro Rata Share, any obligation of such Shareholder (or BioAmber, as applicable) to provide (a) loan guarantees or (b) any other form of financial support (including loans) to the Company shall be proportionally reduced or terminated, as applicable, to the extent of any such reduction (it being understood that any BioAmber obligation to provide any financial support to the Company shall be so reduced or terminated to the extent of any reduction in BioAmber Lux’s Pro Rata Share) .

Termination of Secondments/Assignments

. In the event that a Shareholder shall hold no Equity Securities of the Company, any personnel then seconded or otherwise assigned to the Company by such Shareholder shall be released from such secondment or assignment, simultaneously with, or as promptly as practicable after, the date on which such Shareholder ceases to hold any such Equity Securities.

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Action by the Parties

. If and to the extent required pursuant to such Sections, the parties shall take all action necessary to effect the reduction/termination of financial support obligations and the release of seconded/assigned personnel contemplat ed by Sections 7.1 and 7.2 (including by providing replacement guarantees or ot herwise). In furtherance, and without limiting the generality, of the foregoing, the parties also agree that if Mitsui shall hold no Equity Securities of the Company, then BioAmber Lux hereby undertakes to deploy its best efforts in order to obtain from the concerned Lenders a complete releas e for any guarantee granted by Mitsui in connection with any loan provided by such Lenders to the Company .

8.	MANAGEMENT OF THE COMPANY

8.1 Shareholders .

8.1.1 Voting . Each Shareholder shall vote its Shares at all ordinary or extraordinary meetings of Shareholders, an d shall take all other actions necessary, to give effect to the provisions of this Agreement. Except as otherwise provided for herein or by Applicable Law, the adoption of any resolution at a Shareholders’ meeting shall require the affirmative vote of a simple majority of the then-issued and outstanding voting Shares.

8.1.2 Actions Requiring Unanimous Shareholder Consent Subject to BioAmber Lux’s Final Approval . Subject to Section 18.1.2 , the following actions are subject to, and the Company shall not take any such action without first obtaining, the prior written consent of each Shareholder:

(a) the approval of any annual budget of the Company (or any modification thereof), it being understood that, in any event, an annual budget shall include any capital expenditure only to the extent it is demonstrated with sufficient supporting information or documentation that the same is (i) in the ordinary course of business of the Company in light of relevant industrial standards and the Company’s business plan and (ii) need ed in order to maintain the Initial Plant in an operational mode and execute the annual budget of the Company;

(b) the execution of any raw material or utility supply Contract for the Initial Plant, for which it is demonstrated with sufficient supporting information or documentation that it is in the ordinary course of business of the Company in light of relevant industrial standards and the Company’s business plan ; and

(c) the hiring and firing of personnel in management positions at the Initial Plant (subject to Mitsui’s right to nominate the CCO, as provided in Section 8.3.2 ), and the approval of annual performance reviews and the compensation of such personnel. For these purposes, “management positions” consists of the President of the Initial Plant and all persons reporting directly to the President, including the manager of the Initial Plant (the “ Plant Manager ”);

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provided , that (except in the event contemplated by Section 8.1.4 , in which case the following provisions of this proviso shall not apply) if the Shareholders are unable t o agree on any such action within thirty (30) days after the Board or, in the event that a majority of the Directors present at a duly constituted meeting of the Board fails to approve such submission, any Director submits, in writing, such action for appr oval of the Shareholders (which submission shall set forth, in reasonable detail, a description of the proposed action, the purpose and other relevant terms thereof), such proposed action shall be submitted by the Shareholders for further discussion to the ir respective designated senior representatives, who shall have authority to reach an agreement on behalf of the applicable Shareholder. If such designated senior representatives remain unable to reach an agreement within thirty (30) days after the date o n which the proposed action was submitted to them, BioAmber Lux shall have the right to approve, and upon receipt of such approval the Company shall adopt, such action without Mitsui’s approval (the “ BioAmber Right to Approve ”).

8.1.3 Actions Requiring Unanimous Shareholder Consent . Subject to Section 18.1.2 , the following actions are subject to, and the Company shall not take any such action without, the prior written consent of each Shareholder:

(a) any change in any service or royalty fee paid by the Company to B ioAmber or any Affiliate thereof;

(b) subject to Section 19 , the dissolution, liquidation or winding up of the Company (or any action for such purpose);

(c) the sale or purchase by the Company of any asset for an amount in excess of five hundred thousand Dollars ( $500,000) or that is otherwise material to the Company (other than raw materials purchased, or inventory sold, in the ordinary course of business of the Company or as otherwise contemplated in an approved business plan or annual budget of the Company);

(d) any change in the scope of the Business;

(e) any change in the accounting principles or practices of the Company;

(f) any transaction between the Company and any Shareholder or Affiliate thereof other than (i) the issuance of Shares to the Shareholders pursuant to th e terms of the Subscription Agreements or this Agreement, as applicable, and (ii) the transactions contemplated by the Ancillary Agreements in accordance with the respective terms and conditions thereof;

(g) any borrowing or other incurrence of indebtedness of any kind, or the granting of any security or guarantees (unless contemplated by an approved business plan or annual budget of the Company);

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(h) the making of loans or provision of guarantees or other financial support by the Company in favor of third parties;

(i) commencing, or making any significant decision relating to, any Proceeding outside the ordinary course of business of the Company;

(j) any change to the Company’s Charter Documents;

(k) any reorganization, amalgamation, merger or similar transaction by or involvi ng the Company;

(l) the closure of, or cessation of activities at, the Initial Plant (other than temporary stoppages in the ordinary course of business of the Company);

(m) any change to the Marketing Policy;

(n) the entering into any Contract by the Company relating to sales, marketing and/or distribution with a term longer than one (1) year;

(o) the entering into any Contract (other than the EPC Contract, which is subject to clause (p) immediately below) by the Company to effect any capital expenditure (except to the extent such capital expenditure is included in an annual budget of the Company approved in accordance with Section 8.1.2(a) ), for expansion, improvement or any other r eason;

(p) the selection of the EPC Firm and the terms and conditions of the EPC Contract (and any amendment thereof or waiver of any right thereunder);

(q) any approval and modification of the Company’s business plan; and

(r) the execution of any raw material or utility supply Contract for the Initial Plant (other than any such Contract for which it is demonstrated with sufficient supporting information or documentation that it is in the ordinary course of business of the Company in light of relevant industrial standards and the Company’s business plan, which shall be subject to approval in accordance with Section 8.1.2(b) );

Joint Governance

. If, and for so long as, Mitsui’s Pro Rata Share is equal to more than forty-five percent (45%), the Company shall be deemed to become a 50/50 joint venture between the BioAmber Parties and Mitsui from a governance perspective. Accordingly, upon such event, all matters submitted to approval by the Shareholders shall require, and the Company shall not take any such action without, the prior written consent of each Shareholder, and BioAmber Lux shall no longer have the BioAmber Right to Approve with respect to any matters.

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8.1.5 Meetings . The Boa rd shall convene ordinary meetings of the Shareholders as required by Applicable Law and as set forth in the Company’s Charter Documents, and shall convene an extraordinary meeting of the Shareholders when requested by any Director (other than a Director n ominated by a Defaulting Shareholder). All Shareholders’ meetings shall be conducted in accordance with the terms of this Agreement and the Company’s Charter Documents, and shall be presided over by the Chairman or, in his or her absence, any other Direct or elected to preside over the meeting by the then-attending Directors. The Board shall prepare the agenda for each Shareholders’ meeting and may provide a recommendation with respect to any business set forth on such agenda. The language for all Shareho lders’ meetings shall be English, and all minutes and other documents presented to Shareholders shall be prepared in English.

8.1.6 Notice . The Secretary shall give notice to the Shareholders (other than any Defaulting Shareholder) specifying the date and time for each Shareholders’ meeting, accompanied by an agenda specifying the business of such meeting; provided , that in the event the Secretary fails to timely provide such notice, the Director calling such meeting may provide such notice himself or herself. Not fewer than fourteen (14) days’ prior written notice from the Secretary shall be given to all Shareholders (other than any Defaulting Shareholder); provided , however , that such notice period may be reduced with the written consent of all Shareholders entitled to vote at such meeting.

8.1.7 Quorum . Subject to Section 18.1.2 , at any Shareholders’ meeting, presence of Shareholders holding at least seventy-five percent (75%) of the then issued and outstanding voting Shares shall constitute a quorum, subject to the following provisions of this Section 8.1.6 . If such a quorum is not present within one (1) hour from the time appointed for the Shareholders’ meeting due to the absence of the duly authorized representative(s) of a Shareholder (the “ Absent Shareholder ”), the meeting shall be postponed to such place and time as the Chairman shall decide, which shall be no earlier than fourteen (14) days after written notice of such postponed meeting has been given to all Shareholders. If, at such postponed meeting, such quorum is still not present due to the continuing absence of the Absent Shareholder, the Shareholders present at such postponed meeting shall be deemed a quorum and may transact the business for which the postponed meeting was originally convened (except with respect to any action that may only be approved in accordance with Section 8.1.2 or 8.1.3 ).

8.1.8 Shareholders’ Access . Each Shareholder (through its designated representatives) other than a Defaulting Shareholder, which shall not have such right, shall be entitled to examine the Books and Records of the Company and shall have reasonable access, at all reasonable times and with prior written notice, to any and all properties and assets of the Company (subject to standard security measures applicable at any such property).

8.1.9 No Authority of Shareholders to Act on Behalf of Company . No Shareholder shall act as an agent of the Company or have any authority to act for or to bind the Company.

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8.2 Board .

8.2.1 Authority of the Board . Subject to the provisions of this Agreement (including Sections 8.1.2 and 8.1.3 ), the Company’s Charter Documents and Applicable Law, the management of the Company shall be exercised by the Board, which shall have full power and discretion to take all actions that it considers necessary or desira ble in connection with the management of the Company.

8.2.2 Number and Composition . The Board shall consist of six (6) Directors. BioAmber Lux shall have the right to nominate three (3) Directors and Mitsui shall have the right to nominate three (3) Directors. Each Shareholder shall vote its Shares for the appointment of any Director(s) nominated by the other Shareholder.

8.2.3 Chairman . The Chairman shall be selected by a majority vote of the Directors then in office.

8.2.4 Removal and Replacement of Directors . A Director shall be removed from the Board, with or without cause, only upon the affirmative vote of the Shareholders in accordance with this Section 8.2.4 . Each Shareholder shall vote its Shares for the removal of a Director upon the written request of the Shar eholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of any Director. In the event that any Director resigns or is removed in accordance with this Section 8.2.4 , the Shareholder that nominated such Director shall hav e the right to nominate such Director’s successor or replacement, and such successor or replacement Director shall be nominated and elected on or as soon as practicable after the date of such resignation or removal.

8.2.5 Directors’ Access . Each Director (other than a Director nominated by a Defaulting Shareholder, who shall not have such right) shall be entitled to examine the Books and Records of the Company, shall have reasonable access, at all reasonable times and with prior written notice, to any and all properties and assets of the Company (subject to standard security measures applicable at any such property), and shall otherwise have full access to all the information pertaining to the Company, including its business and financial information (including access to hard-drives).

8.2.6 Frequency and Location of Board Meetings; Deliberations . Meetings of the Board shall take place at least once each calendar quarter. Meetings shall be held in a location approved by all of the Directors or, failing such approval, at the principal place of business of the Company. All deliberations at Board meetings shall be held, and all resolutions shall be passed, in English.

8.2.7 Notice . A Board meeting may be called by any Director (other than any Director nominated by a Defaulting Shareholder), by written notice to the Secretary specifying the date, time and agenda for such meeting. The Secretary shall, upon receipt of any such notice, provide a copy of such notice to all Directors (other than any Director(s) nominated by a Defaulting Shareholder), accompanied by an agenda specifying the business of such meeting and copies of

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all documents and other information materially relevant for such meeting; provided , that in the event the Secretary fails to timely provide such notice, the D irector calling such meeting may provide such notice himself or herself. Not less than fourteen (14) days’ prior notice, delivered in writing, shall be given to all Directors (other than any Director(s) nominated by a Defaulting Shareholder); provided, ho wever , that such notice period (i) shall not apply in the case of an adjourned meeting pursuant to Section 8.2.8 and (ii) may be reduced with the written consent of all of the Directors entitled to vote at such meeting.

8.2.8 Quorum . Subject to Section 18.1.2 , attendance of at least one (1) Director nominated by BioAmber Lux and one (1) Director nominated by Mitsui shall be required to constitute a quorum for any meeting of the Board, subject to the following provisions of this Section 8.2.8 . If such a quorum is not present within one (1) hour from the time specified for any duly called meeting, the meeting shall be postponed to such place and time as a majority of the then-attending Directors shall decide or, in the absence of such decision, as the Chairman shall decide, which shall be no earlier than seven (7) days after written notice of such postponed meeting has been given to all Directors, and, at any such postponed meeting, a quorum shall consist of, at least, a majority of the Directors.

8.2.9 Voting . Subject to Section 18.1.2 , at any Board meeting, each Director may exercise one (1) vote, and the adoption of any resolution of the Board shall require the affirmative vote of a simple majority of the Directors present at a duly constituted meeting of the Board (it being understood that if a matter submitted to the Board fails to obtain such majority approval, such matter shall not be adopted or otherwise implemented by the Company; provided , that in the event the Board fails to obtain the required majority approval with respect to any of the actions set forth in Section 8.1.2(a) , 8.1.2(b) or 8.1.2(c) , then any Director may submit such proposed action to the Shareholders for their approval thereof in accordance with Section 8.1.2 ).

8.2.10 Means of Participation . To the extent permitted by Applicable Law, (i) Directors may participate in a Board meeting by telephone or video conference, provided that each Director can hear and be heard by all other Directors throughout the meeting, and (ii) participation by such means shall constitute presence for purposes of the quorum provisions of Section 8.2.8 .

8.2.11 Action by Written Consent . To the extent permitted by Applicable Law, any action that may be taken by the Directors at a duly constituted meeting may be taken by a written resolution (in one or more counterparts) signed by all the Directors entitled to vote at such meeting.

BioAmber IP

. In the event that BioAmber or any Affiliate thereof intends to execute any transaction or arrangement that would affect the Company’s BSA production, including any transaction or arrangement involving (a) the assignment, transfer or exclusive license of any intellectual property that is the subject of the licenses granted by BioAmber and/or BioAmber Lux to the Company or (b) the grant of any security interest or other encumbrance with respect to such intellectual property, then prior to entering into such transaction or arrangement BioAmber shall report the proposed terms and conditions thereof to the Board.

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8.2.13 No Compensation; Expenses . The Directors shall not receive any compensation from the Company for their service as Director s. The Company shall reimburse the Directors for their reasonable out-of-pocket expenses in connection with serving as Directors, including any travel, lodging and other costs of attendance at meetings of the Board.

8.2.14 Indemnification of Directors; Director Insurance . The Company shall indemnify and hold harmless each of the Directors, in accordance with the terms and subject to the conditions set forth in an indemnification agreement, which the Company and the Shareholders shall negotiate in good faith to execute as promptly as practicable after the date hereof (the “ Indemnification Agreement ”). The Company has purchased, and shall maintain at all times, Director insurance (with the amount of the coverage determined by the Board) for all Directors, retroactive to the date of formation of the Company and payable to the Company as beneficiary.

8.3 Officers .

8.3.1 General . The Company shall have such officers as the Board may appoint from time to time, and all such officers shall be subject to removal at any time at the discretion of the Board. Such officers shall have such duties as may be delegated thereto by the Board and as are customarily possessed by officers in similar positions in the relevant jurisdiction (except as such duties may be restricted by the Board), subject to the provisions of this Agreement, the Company’s Charter Documents and Applicable Law. Notwithstanding the foregoing, the Shareholders agree that Mitsui shall have the right to appoint one officer of the Company by delivering written notice thereof to BioAmber and the Company, which officer will be engaged in administrative, financial and/or other areas as BioAmber and Mitsui shall mutually agree in good faith. The position, title and other terms and conditions for such officer shall also be agreed by BioAmber and Mitsui in good faith. The Shareholders further agree that Mitsui shall have the right, from time to time, to replace such officer with another individual designated by it by delivering written notice thereof to BioAmber and the Company.

8.3.2 CCO . In addition to, and notwithstanding, the provisions of Section 8.3.1 , Mitsui shall have the right to nominate, and thereafter replace, the CCO, who shall be appointed to such position by the Company and report to the President. The President shall delegate to the CCO the responsibility for the Opportunity Assessments, based on processes and criteria established by the President, subject to Section 9.1 and the corporate governance rules and policies of the Company approved by the Board. The CCO shall coordinate the commercial efforts of BioAmber, Mitsui and Vinmar with respect to the joint venture in accordance with the Company’s Marketing Policy and its Sales and Marketing Principles. The CCO shall also be responsible for the coordination of the sales activities, tracking progress and overseeing reporting of the Company, and shall chair the “Marketing Committee” as defined in the Vinmar TOP.

8.3.3 Officers’ Access . Each officer of the Company shall have full access to all the information pertaining to the Company, including its business and financial information (including access to hard-drives).

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Plant Manager

. The day-to-day operations of the Initial Plant shall be responsibility of the Plant Manager, who, subject to Section 8.1.2 , shall be nominated by BioAmber Lux. The Plant Manager shall report directly to the Board.

Secondment

. Mitsui shall have the right, but not the obligation, to second and appoint a representative to the Company, and to remove any such appointed representative, in Mitsui’s discretion. Any such secondment shall be on such terms, including as to cost to be charged to the Company, to be agreed among Mitsui, BioAmber and the Company (subject to Section 8.1.3 ).

Commissioning & Start-Up Team

. Mitsui shall also have the right, but not the obligation, to appoint a representative to serve as a member of the Company’s Commissioning & Start-Up Team, and to remove any such appointed representative, in Mitsui’s discretion. Any such appointment shall be on such terms, including as to cost to be charged to the Company, to be agreed among Mitsui, BioAmber and the Company (subject to Section 8.1.3 ).

EPC Matters

. Any representative to the Company appointed by Mitsui pursuant to Section 8.5 or 8.6 shall be entitled to attend and participate in all meetings of the Company’s project management team(s) concerning engineering, procurement and/or construction matters, including any meetings with EPC Firms, and the Company shall otherwise maintain such representatives reasonably informed, and provide them with any information they reasonably request, regarding such matters.

Annual Budget

. The annual budget of the Company approved pursuant to this Agreement shall be executed in accordance with the corporate governance rules and policies of the Company, including any relevant delegation of authority approved by the Board.

9.	OTHER OPERATIONAL MATTERS

Opportunity Assessments

. In the event that the net back price for a sale opportunity of the Company is lower than the “Marketing Floor Price” (as defined and approved by the Board) but not lower than the “Plant Floor Price” (as defined and approved by the Board), the Company shall assess such sales opportunity, including whether and how to execute the sale with the customer/distributor as proposed in such opportunity (the “ Opportunity Assessment ”), as further provided herein. The CCO shall be authorized to formally evaluate the Opportunity Assessment and make a final decision on its approval and the conditions associated therewith (if any), and whether and how to execute the sale of products as contemplated by the Opportunity Assessment; provided , that in the event the CCO declines to execute such sale of products, the President may overturn the CCO’s decision and make a final decision to execute such sale of products, if (i) the President believes that it is in the best interest of the Company to execute such sale of products as contemplated by the Opportunity Assessment, after the President carefully reviews the CCO’s decision, and (ii) the Minimum Volume exceeds 100 metric ton or such other volume that the Board may separately determine from time to time. The application for approval of an Opportunity Assessment and the approval thereof by the CCO or President, as the case may be, shall include the minimum volume of products that the Company shall offer per Contract, agreement or other

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document of legally binding nature to the relevant customer/distributor if the Opportunity Assessment is approved by the Company, below which the Company shall not be authorized to execute sale of products as proposed in the Opportunity Assessment (“ Minimum Volume ”). For clarity, the Marketing Floor Price and the Plant Floor Price shall not constitute part of the Company’s annual budget over which BioAmber Lux would have the BioAmber Right to Approve pursuant to Section 8.1.2 .

Dividend/Distribution Policy

. At least once every Financial Year, all funds of the Company then available for distribution under Applicable Law, after deducting only any amounts that are required to (i) meet then-legally binding commitments and reasonably foreseeable contingencies and (ii) maintain or expand the Initial Plant in accordance with the then-approved annual budget, shall be distributed to the Shareholders as dividends in accordance with their respective Pro Rata Shares or in any other matter unanimously agreed by the Shareholders.

9.3 Books and Records; Financial Statements .

9.3.1 Books and Records . The Company shall keep and maintain Financial Statements, books, records and other accounts, in reasonable detail (collectively, the “ Books and Records ”), which accurately and fairly reflect its transactions and dispositions of assets, governance and other operational matters. The Company shall further keep and maintain the Books and Records at all times in compliance with all record keeping and reporting requirements required by Applicable Law.

9.3.2 Financial Statements . The Financial Statements shall be maintained in Dollars and in accordance with IFRS and shall be audited annually by Deloitte & Touche or such other of the “Big Four” international accounting firms as is selected by the Board. The Company shall devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed and access to assets is permitted only in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability for assets; and (iii) actual assets and recorded assets (and related accounting values) are compared at reasonable intervals and appropriate action is taken to address any inconsistencies.

9.4 Information Rights .

9.4.1 Financial Statements . The Company shall provide to each Shareholder (i) within ninety (90) days after the end of each Financial Year, the annual audited Financial Statements for such Financial Year; (ii) within thirty (30) days after the end of each quarter of each Financial Year, quarterly unaudited Financial Statements for such quarter; and (iii) within ten (10) days after the end of each month of each Financial Year, monthly trial balances of the Company.

9.4.2 Operations Reports. The Company shall provide, and BioAmber shall cause the Company to provide, to Mitsui, within fifteen (15) days after the end of each calendar month, monthly written reports setting forth in reasonable detail the production, operation and performance of the Initial Plant, including (i) capital expenditures by item (regardless of whether

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capitalized or expensed) for the preceding monthly period; (ii) raw material and utilities consumption by item for the preceding monthly period; (iii) key performance indicators of fermentation per batch, including titer, yield and productivity for the preceding monthly period; (iv) key p erformance indicators of the downstream process for the preceding monthly period; (v) emission and effluents in the preceding monthly period; (vi) volume of finished products produced by specification in the preceding monthly period; (vii) volume of co-pro ducts produced in the preceding monthly period; (viii) volume of products and co-products sold and inventory stored by grade in the preceding monthly period; (ix) variable cost per kilogram of product and its breakdown by raw material, utilities and others by item for the preceding monthly period; (x) annual cash requirements of the Company on a monthly basis; (xi) cash requirements of the Company on a weekly basis for at least the upcoming three (3) months; (xii) any deviation from the annual budget, an ex planation of such deviation and any change in the forecast of the Company’s performance; and (xiii) such additional information regarding the Company’s operations as Mitsui may reasonably request. The Company shall provide Mitsui with supplemental informa tion, explanation and documents that reasonably satisfies request for clarification or question from Mitsui.

9.4.3 Construction Reports . During the period prior to the Operational Date, the Company shall provide to each Shareholder monthly written reports setting forth in reasonable detail the progress of the construction of the Initial Plant, including (i) any material difficulties or delays encountered and all measures being taken (or considered) to address such difficulties or delays and (ii) the costs associated with the construction to date and how such costs compare to those agreed to by the Parties.

9.4.4 Other Information . The Company shall prepare and provide, at its expense, any additional information or materials that may be reasonably requested by any Shareholder to enable it to comply with its internal policies regarding accounting and disclosure requirements as well as the requirements of any applicable securities regulatory authority, including any stock exchange on which the securities of such Shareholder (or any Affiliate thereof) are traded.

Insurance

. The Company shall obtain and maintain, at its cost, adequate insurance in respect of its assets, properties and operations as determined by the Board, and the other parties shall reasonably cooperate, if and to the extent requested by the Company, to assist the Company in obtaining such insurance.

10.	ENCUMBRANCE OR TRANSFER OF SHARES

Proxies and Voting Trusts

. Each of the BioAmber Parties and Mitsui agrees not to grant to any third party any proxy or enter into, or become bound by, any voting trust with respect to its Shares, or enter into arrangements of any kind with any Person with respect to its Shares, in any such case in a manner that is inconsistent with this Agreement.

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10.2 Restrictions on Transfer .

10.2.1 No Transfers or Encumbrances . Except with the prior written consent of the other Shareholder or as otherwise expressly permitted by this Agreement, no Shareholder shall, directly or indirectly, (i) sell, assign, donate or otherwise transfer or dispose of, in any way or manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, “ Transfer ”), or (ii) pledge, mortgage, hypothecate or otherwise encumber, in any way or manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, as the context may require, “ Encumber ” or “ Encumbrance ”), the legal or beneficial ownership of, or economic benefits pertaining to, any of its Shares. Each certificate for any Shares now held or hereafter acquired by any Shareholder shall, for as long as this Agreement is effective, bear an appropriate legend regarding the Transfer restrictions applicable in respect of such Shares.

10.2.2 Invalid Transfers/Encumbrances . Any purported Transfer or Encumbrance of Shares in violation of this Agreement shall be null and void and shall not operate to Transfer or Encumber any right, title or interest to or in favor of the purported transferee, and the Company shall not recognize or give effect to any such purported Transfer or Encumbrance.

10.2.3 Permitted Transfers . Notwithstanding anything to the contrary contained herein, each Shareholder may Transfer all or a portion of its Shares to a direct or indirect majority owned subsidiary of such Shareholder (or, in the case of BioAmber Lux, to BioAmber or another direct or indirect majority owned subsidiary of BioAmber) (each, a “ Permitted Transferee ”); provided , that (a) such Shareholder shall pay all costs, including any taxes and fees, associated with such Transfer, and (b) as conditions precedent to the effectiveness of such Transfer, (i) any Permitted Transferee to whom Shares are transferred shall agree to be bound by the terms of this Agreement by entering into a Joinder Agreement with the Company, (ii) BioAmber or Mitsui, as applicable, shall guarantee all obligations of such Permitted Transferee under this Agreement pursuant to a guarantee agreement in form and substance reasonably acceptable to BioAmber or Mitsui, as applicable, (iii) any Consents required in connection with such Transfer shall have been obtained, (iv) such Shareholder shall cause such Permitted Transferee to re-transfer all transferred Shares to such Shareholder (or another Permitted Transferee thereof) in accordance with the terms hereof prior to it ceasing to be a direct or indirect majority owned subsidiary of such Shareholder (or, in the case of BioAmber Lux, of BioAmber) and (v) notwithstanding such Transfer, the transferring Shareholder shall remain solely responsible under the Ancillary Agreements to which it is a party. Any Permitted Transferee to whom Shares are transferred in accordance with this Agreement shall be entitled to the rights and benefits of the transferring Shareholder under this Agreement as if it were an original party hereto , and any reference herein to a particular Shareholder shall be deemed to be a reference to such Shareholder and its Permitted Transferees.

11.	RIGHT OF FIRST OFFER; RIGHT OF FIRST REFUSAL; DRAG-ALONG; CO-SALE

11.1 Right of First Offer .

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11.1.1 Right of First Offer . A S hareholder (a “ Transferring Shareholder ”) may propose to Transfer all (but not less than all) of its Shares (the “ Offered Shares ”) to any Person who is not a Permitted Transferee; provided , that the other Shareholder (the “ Offering Shareholder ”) shall have a right of first offer in respect of the Offered Shares in accordance with the provisions of this Section 11.1 .

11.1.2 Offer Notice . The Transferring Shareholder shall give prior written notice (the “ Offer Notice ”) to the Offering Shareholder of the Transferring Shareholder’s desire to Transfer the Offered Shares to a Person who is not a Permitted Transferee.

11.1.3 Transfer Negotiation Period; Closing . If within thirty (30) days after the date on which it received the Offer Notice, the Offering Shareholder provides to the Transferring Shareholder written notice of its interest in purchasing the Offered Shares (a “ ROFO Exercise Notice ”), for a period of sixty (60) days after the date on which the Offering Shareholder received the Offer Notice (the “ Transfer Negotiation Period ”), the Transferring Shareholder and the Offering Shareholder shall negotiate in good faith with the objective of mutually agreeing on the price and other terms and conditions for the Offering Shareholder’s purchase of the Offered Shares (collectively, the “ Transfer Terms ”). During the Transfer Negotiation Period, the Transferring Shareholder shall not solicit any offer from, discuss, engage in negotiations or enter into any Contract with, any Person (other than the Offering Shareholder) with respec t to the Offered Shares. If the Transferring Shareholder and the Offering Shareholder reach an agreement on the Transfer Terms, the closing of such Transfer shall occur, subject to obtaining any required Consents, within thirty (30) days after the date of such agreement.

11.1.4 Transfer to Third Parties . If (x) the Offering Shareholder fails to provide a ROFO Exercise Notice within the period therefor set forth in Section 11.1.3 or (y) the Transferring Shareholder and the Offering Shareholder are unable to reach an agreement on the Transfer Terms within the Transfer Negotiation Period, the Transferring Shareholder shall be entitled, subject to, if the Offering Shareholder is Mitsui (or its Permitted Transferee), Sections 11.2 and 11.4 , to offer and Transfer the Offered Shares, within a period of ninety (90) days after the expiration of the Transfer Negotiation Period, to any other Person for a price and on other terms no more favorable to such Person than the price and other terms last proposed by the Transferring Shareholder to the Offering Shareholder during their negotiation as contemplated by Section 11.1.3 (or, absent such proposal, the price and other terms last proposed by the Offering Shareholder to the Transferring Shareholder during such negotiation) (the “ Offering Shareholder Terms ”), except in the event referred to in clause (x) above of this Section 11.1.4 , in which case the Transferring Shareholder may so offer and Transfer the Shares to such Person at any price and on any other terms as the Transferring Shareholder and such Person may agree. If such Transfer is not consummated within such ninety (90) day period, the Transferring Shareholder shall be required to comply again with the procedures set forth in this Section 11.1 as if it had never given an Offer Notice.

11.1.5 Change of Control . For the avoidance of doubt, the provisions of this Section 11.1 shall not apply in respect of a Change of Control of BioAmber or Mitsui (subject to the Co-Sale Right set forth in Section 11.4 ).

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11.2 Right of First Refusal .

11.2.1 Right of First Refusal . Without prejudice, and in addition, to Mitsui’s right of first offer as an Offering Shareholder under Section 11.1 and the Co-Sale Right under Section 11.4 , in the event that a BioAmber Party (or its Permitted Transferee) (the “ Transferring BioAmber Party ”) intends to Transfer Shares to any Person who is not a Permitted Transferee, then before making or agreeing to make (except that such agreement may be made if subject to Mitsui’s right of first refusal hereunder) such Transfer, the Transferring BioAmber Party shall give written notice to Mitsui, including the name and address of the proposed transferee, the number of Shares proposed to be transferred, the price per Share and all other material terms and conditions of the proposed Transfer (such notice, which shall include a copy of any written offer or definitive agreement (which shall be subject to Mitsui’s right of first refusal hereunder) in respect of such proposed Share Transfer, the “ First Refusal Notice ”). The First Refusal Notice will constitute an offer by the Transferring BioAmber Party to sell Shares to Mitsui, upon the terms and in the quantity set forth in the First Refusal Notice (including the terms of any written offer or definitive agreement included therewith). If Mitsui accepts such offer by delivering written notice to BioAmber within sixty (60) days of its receipt of the First Refusal Notice, the closing of such Transfer shall occur, subject to obtaining any required Consents, within thirty (30) days after the date of Mitsui’s acceptance.

11.2.2 Transfer to Third Parties . If Mitsui does not accept such offer within sixty (60) days of its receipt of the First Refusal Notice, the Transferring BioAmber Party may Transfer Shares to the proposed transferee pursuant to the terms and in the quantity identified in the First Refusal Notice. Such Transfer shall take place within sixty (60) days of the end of the sixty (60) day period mentioned above; provided that, if the Transfer of Shares does not take place during such sixty (60) day period, the Transferring BioAmber Party shall not be entitled to Transfer the Shares to the proposed transferee unless the Transferring BioAmber Party again offers the Shares to Mitsui in accordance with the procedure set forth herein.

11.2.3 Change of Control; Transfer of All Shares . For the avoidance of doubt, (a) the provisions of this Section 11.2 shall not apply in respect of a Change of Control of BioAmber, and (b) nothing herein shall be deemed to amend or otherwise modify the provision in Section 11.1.1 to the effect that a Shareholder may only Transfer all (but not less than all) of its Shares to any Person who is not a Permitted Transferee.

11.3 BioAmber Drag-Along Right .

11.3.1 Drag-Along Right . In the event that (i) any of the BioAmber Parties undergoes a Change of Control or (ii) BioAmber Lux (or any Permitted Transferee thereof) Transfers its Shares to a Person other than a Permitted Transferee pursuant to Section 11.1 or 11.2 (each of the events described in clauses (i) and (ii) above, a “ BioAmber Triggering Event ”), BioAmber shall have the right (the “ Drag-Along Right ”) to require Mitsui to sell all (but not less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) to the acquirer of the applicable assets/interests (the “ Third Party Acquirer ”) at a purchase price in cash equal to two hundred percent (200%) of the aggregate amount of Mitsui’s equity contributions to the Company

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as of the closing date of such purchase; provided , that the Drag-Along Right shall expire and no longer apply upon and after the earlier of (i) the date on which BioAmber completes an IPO and (ii) the Op erational Date (such earlier date, the “ Drag-Along Expiration Date ”).

11.3.2 Exercise of Drag-Along Right . In order to exercise its Drag-Along Right, BioAmber shall, at least sixty (60) days prior to the closing or consummation of the applicable BioAmber Triggering Event, provide written notice to Mitsui of its exercise of the Drag-Along Right (in addition to the BioAmber Triggering Event Notice referred to below). Subject to Section 11.5 , the closing of the purchase by the Third Party Acquirer of Mitsui’s Shares pursuant to BioAmber’s exercise of the Drag-Along Right (including the payment in full of the applicable purchase price to Mitsui) shall occur, subject to obtaining any required Consents, simultaneously with the closing or consummation of the applicable BioAmber Triggering Event.

11.4 Mitsui Co-Sale Right .

11.4.1 BioAmber Triggering Event Notice . BioAmber shall provide to Mitsui written notice of any BioAmber Triggering Event at least sixty (60) days prior to the closing or consummation of such BioAmber Triggering Event (the “ BioAmber Triggering Event Notice ”). The BioAmber Triggering Event Notice shall set forth a description of the material terms of the BioAmber Triggering Event to which it relates, including the nature of the transaction, purchase price, expected closing date and other relevant terms and conditions.

11.4.2 Co-Sale Right . Mitsui shall have the right (the “ Co-Sale Right ”), by providing written notice to BioAmber within thirty (30) days after its receipt of the BioAmber Triggering Event Notice, to require the applicable Third Party Acquirer (or, at Mitsui’s option, BioAmber) to purchase all (but not less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof), simultaneously with the closing or consummation of the applicable BioAmber Triggering Event, at a purchase price in cash equal to:

(x) if the BioAmber Triggering Event occurs prior to the Drag-Along Expiration Date, one hundred fifty percent (150%) of the aggregate amount of Mitsui’s equity contributions to the Company as of the closing date of such purchase; or

(y) if the BioAmber Triggering Event occurs on or after the Drag-Along Expiration Date, (A) the Book Value of such Shares on the date Mitsui delivered such notice to BioAmber (if such BioAmber Triggering Event consists of the event referred to in clause (i) of the definition of BioAmber Triggering Event) or (B) the same purchase price per share at which BioAmber Lux (or any Permitted Transferee thereof) Transfers its Shares to a third-party (if such BioAmber Triggering Event consists of the event referred to in clause (ii) of the definition of BioAmber Triggering Event).

11.4.3 Closing . Subject to Section 11.5 , the closing of the purchase by such Third Party Acquirer (or BioAmber, if applicable) of the Shares held by Mitsui (and any Permitted

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Transferee thereof) pursuant to the exercise of the Co -Sale Right (including the payment in full of the applicable purchase price to Mitsui or its applicable Permitted Transferee) shall occur, subject to obtaining any required Consents, simultaneously with the closing or consummation of the applicable BioAmbe r Triggering Event.

11.4.4 BioAmber Parties’ Covenant . If Mitsui exercises its Co-Sale Right, each of the BioAmber Parties (i) shall use its reasonable best efforts to cause the applicable Third Party Acquirer to purchase the Shares held by Mitsui (and any Permitted Transferee thereof) in accordance with the provisions of this Section 11.4 and (ii) shall not, to the extent it is within its control, close or otherwise consummate the transaction constituting the BioAmber Triggering Event in respect of which Mitsui exercised its Co-Sale Right unless and until such Third Party Acquirer has purchased the Shares held by Mitsui (and any Permitted Transferee thereof) as provided herein.

Terms of Mitsui Share Transfer

. The terms and conditions of any Contract pursuant to which Mitsui may Transfer its Shares pursuant to Section 11.3 or 11.4 shall be reasonably satisfactory to Mitsui, it being understood that neither Mitsui nor any Affiliate thereof shall be required under any such Contract to agree to any obligation or assume any liability (including making any representation or warranty) that is not specifically related to its ownership of Shares subject to such Transfer.

12.	PUT/CALL OPTIONS

Put/Call Option

. In the event that Mitsui’s Pro Rata Share falls below ten percent (10%), (x) Mitsui shall have the right to sell to BioAmber Lux, and (y) BioAmber Lux shall have the right to purchase from Mitsui, all (but no less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) in either case at a purchase price in cash equal to one hundred percent (100%) of Mitsui’s aggregate equity contributions to the Company as of the closing date of such purchase.

Mitsui Put Option During Construction of the Initial Plant

. In the event that (a) BioAmber and Mitsui are unable to agree on the making of any payment by the Company in respect of the EPC Contract, which payment, together with all other payments made or agreed to be made by the Company under the EPC Contract, would exceed $140,000,000 and (b) the Company runs out of funds to pay for the continuing construction of the first phase of the Initial Plant (with an annual capacity of 30,000MT of BSA), Mitsui shall have the right to require that BioAmber Lux purchase all (but no less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) at a purchase price in cash equal to one hundred percent (100%) of Mitsui’s aggregate equity contributions to the Company as of the closing date of such purchase; for the sake of clarity, the put option described in this Section 12.2 will not be applicable if one or both Shareholders and/or any third party(ies) have provided, or in the case of such third party(ies) have entered into a legally binding commitment to provide, and so provide before the Company runs out of funds to pay for the continuing construction of the Initial Plant, the Company with an Additional Contribution (which in the case of such third party(ies) shall solely be in the form of

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equity) for an amount as to be able to complete the construction of the first phase of the Initial Plant (with an annual capacity of 30,000MT of BSA).

Mitsui Put Option Resulting from the Occurrence of a Dissolution Event

. During the period from and after the date of this Agreement until December 31, 2020, upon any occurrence of a Dissolution Event, Mitsui shall have, in addition to its rights under Section 19.1 , the right to require that BioAmber Lux purchase all (but no less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) at a purchase price in cash equal to one hundred percent (100%) of Mitsui’s aggregate equity contributions to the Company as of the closing date of such purchase.

Additional Mitsui Put Option

. During the period from and after the date of this Agreement until December 31, 2018, Mitsui shall have the right to require that BioAmber Lux purchase all (but no less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) at a purchase price in cash equal to fifty percent (50%) of Mitsui’s aggregate equity contributions to the Company as of the closing date of such purchase.

Exercise of Options; Closing

. To exercise its sale or purchase rights under Section 12.1 , 12.2, 12.3 or 12.4 , as applicable, a Shareholder shall, within thirty (30) days after the occurrence of the event giving rise to such right (except in the case of the put option pursuant to Section 12.4 where such thirty (30) day period shall not apply), provide to the other Shareholder written notice of such exercise. Notwithstanding the foregoing, in the event of the occurrence of any Dissolution Event referred to in clause (ii) or (iii) of Section 19.1 with respect to any of the Financial Years 2016 through 2020 (inclusive), the period for Mitsui to exercise its sale rights under Section 12.3 shall end within thirty (30) days after the date on which the Company provides to Mitsui, in accordance with Section 9.4.1(i) , the annual audited Financial Statements for the relevant Financial Year(s) in respect of which such Dissolution Event occurred. The sale and purchase of the applicable Shares with respect to any such Transfer of Shares shall occur, subject to obtaining any required Consents, within thirty (30) days after the date the applicable Shareholder delivered to the other Shareholder the notice referred to in the preceding sentence, but the purchase price due to the selling Shareholder shall be payable (i) with respect to any Shares sold under Section 12.1, on the date of the purchase and sale of such Shares, and (ii) with respect to any Shares sold under Section 12.2 , 12.3 or 12.4 , no later than the first anniversary of the date on which the purchase and sale of such Shares occurred (except that, with respect to any Shares sold under Section 12.2 or Section 12.4 , the amounts corresponding to (x) Mitsui’s capital contributions as set forth in Section 5.1.2 and (y) Mitsui’s additional capital contribution as set forth in Section 5.1.3(a) (to the extent such additional capital contribution has been made in accordance with such Section) shall not be payable as provided in this clause (ii) but shall, instead, be payable in accordance with the preceding clause (i)).

Loans; Guarantees

. The parties acknowledge that the BioAmber Parties are negotiating certain, and may in the future negotiate further, loans and grants from Canadian governmental institutions to finance the Company, on the terms and conditions provided in this Agreement. For the avoidance of doubt, the parties agree that all such loans or other forms of financing that may be secured for the Company, and any guarantees thereof that Mitsui may be required to provide in accordance with Section 5.1.4 , shall not, and the BioAmber Parties shall

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negotiate the ag reements providing for such loans or other forms of financing and any guarantees thereof so that they do not, prevent or in any manner restrict the exercise and execution of any of the put options to which Mitsui is entitled under this Section 12 or Section 18.2 in accordance with their respective terms.

13.	CLOSING OF SHARE TRANSFERS

Time and Place

. The closing of any Transfer of Shares pursuant to Section 11.1.3 , 11.2.1 , 11.4.3 (if the purchaser of such Shares is BioAmber), 12 , 18.2.3 or 19.3 shall take place at the offices of the Company within the period therefor specified herein or at such other time and place as the parties to such Transfer may agree.

Closing Deliveries

. At such closing, (i) the Shareholder that is transferring Shares shall deliver certificates representing such Shares, accompanied by duly executed instruments of transfer; (ii) the Shareholder purchasing such Shares shall deliver at such closing (or such other applicable date in accordance with Section 12.5 ) an amount equal to the aggregate purchase price determined in accordance with the relevant provisions hereof, by wire transfer in immediately available funds to an account designated by the transferring Shareholder; and (iii) all of the parties to such Transfer shall execute such additional documents as may be necessary or appropriate to effect such Transfer.

No Encumbrances; Transfer Taxes

. The Shares transferred pursuant to this Section 13 shall be free and clear of any Encumbrance (other than Encumbrances arising hereunder or attributable to actions by the purchasing Shareholder). Stamp duties or transfer taxes or fees, if any, payable on the Transfer of any such Shares shall be borne and paid by the party required to pay such duty, taxes or fees in accordance with Applicable Law or as the parties to such Transfer may otherwise agree.

Effect of Share Transfer

. This Agreement shall cease to have effect with respect to any Person who is no longer a Shareholder, except that such Person shall continue to be bound, as applicable, by the provisions of this Section 13.4 , Sections 15 , 17.1 , 17.4 , 21 , 22 and 23 . For the avoidance of doubt, nothing in this Section 13.4 shall be deemed to release a Person who is no longer a Shareholder from any liability for any breach of this Agreement prior to the date such Persons ceased to be a Shareholder.

14.	PREEMPTIVE RIGHTS, OVERSUBSCRIPTION RIGHTS

Restrictions

. The Company shall not issue any Equity Securities of any type or class (including any Shares) to any Person (the “ Proposed Recipient ”) unless the Company has offered each Shareholder in accordance with the provisions of this Section 14 , the right to purchase (or have its designated Permitted Transferee purchase) such Shareholder’s Pro Rata Share of such issuance (“ Preemptive Rights ”) and the right to oversubscribe (or have its designated Permitted Transferee oversubscribe) if the other Shareholder elects not to purchase its Pro Rata Share of such securities (“ Oversubscription Rights ”) for a per unit consideration equal to the per unit consideration to be paid by the Proposed Recipient and otherwise on the same terms and conditions

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as are offered to the Proposed Recipient (subject to Section 5.3) . The Equity Securities that have not been purchased by a Shareholder (or its design ated Permitted Transferee) who fails to exercise its Preemptive Rights or fails to complete the purchase of its Pro Rata Share shall first be offered to the Shareholder who has exercised its Oversubscription Rights (on behalf of itself or its designated Pe rmitted Transferee) within the Issuance Notice Period (as defined below) pro rata to the number of additional Equity Securities that such Shareholder (or its designated Permitted Transferee) has agreed to take up above its Pro Rata Share; provided that no Shareholder shall be obligated to purchase more Equity Securities above its Pro Rata Share than such additional Equity Securities it indicates its agreement to take up under this Section 14.1 . The restrictions under this Section 14.1 shall not apply to th e following cases or in respect of: (a) any issuance of Equity Securities in connection with any share split, share dividend or other similar event, (b) subject to Section 8.1.3 , any issuance of Equity Securities pursuant to the acquisition of another Per son by the Company by consolidation, merger, purchase of assets or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other Person, or Control of such other Person ((a) or (b), a “ Permitted Issuance ”), or (c) any Defaulting Shareholder (who shall not have Preemptive Rights or Oversubscription Rights).

Notice

. Not less than forty five (45) days prior to a proposed issuance of Equity Securities other than a Permitted Issuance (a “ Proposed Issuance ”), the Company shall deliver to each Shareholder written notice of the Proposed Issuance setting forth (a) the number, type and terms of the Equity Securities to be issued, (b) the consideration to be received by the Company in connection with the Proposed Issuance and (c) the identity of the Proposed Recipient(s).

Exercise of Rights

. Within thirty (30) days following the receipt of the notice referred to in Section 14.2 (the “ Issuance Notice Period ”), each Shareholder electing to exercise its rights under this Section 14 shall give written notice to the Company specifying the number of Equity Securities to be purchased by such Shareholder (or its designated Permitted Transferee), the calculation by such Shareholder of its Pro Rata Share and the identity of any designated Permitted Transferee of such Shareholder to exercise the rights of such Shareholder under this Section 14 . Except as provided in the next succeeding sentence, failure by any Shareholder to give such notice within the Issuance Notice Period shall be deemed a waiver by such Shareholder of its rights under this Section 14 with respect to such Proposed Issuance. If any Shareholder fails to give the notice required under this Section 14.3 solely because of the Company’s failure to comply with the notice provisions of Section 14.2 , then the Company shall not issue Equity Securities pursuant to this Section 14 , and if any Equity Securities are purported to be issued, such issuance of securities shall be null and void.

15.	NON-COMPETE

Non-Compete

. Mitsui shall not, and shall cause its Affiliates not to, directly or indirectly, compete with the Company or the Initial Plant anywhere in the world for so long as Mitsui holds any Shares of the Company and for a peri od of two (2) y ears after Mitsui ceases to hold such Shares. For purposes hereof, “ compete ” means to engage in any commercial or manufacturing activities related to crystallized BSA and/or bio-based BDO.

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Exercise of Drag-Along Right

. In the event BioAmb er exercises its Drag-Along Right , the non-compete period set forth in Section 15.1 shall be reduced to one (1) year.

16.	CERTAIN ADDITIONAL AGREEMENTS AND UNDERTAKINGS

General Shareholder Obligations

. Each Shareholder shall comply with the provisions of this Agreement in relation to the Company, shall exercise its rights and powers with respect thereto in accordance with, and so as to give effect to, this Agreement and shall take all necessary actions to ensure that the Company’s Charter Documents do not, at any time, conflict with the provisions of this Agreement.

Initial Plant

. Each party shall, within the scope of its rights and obligations set forth in this Agreement, use its reasonable best efforts to cause the Initial Plant to be constructed and commissioned with the capacity (including expanded capacity) set forth in Section 3.2 .

16.3 Certain Operational Matters .

16.3.1 Use of Contributions . The Company shall not use any capital or other contributions from any Shareholder for the purposes of directly or indirectly paying or otherwise satisfying any financial or monetary obligation owed by BioAmber or any BioAmber Affiliate to a third party under any BioAmber IP Agreement, including the payment of any royalties, fees, inventor awards, development costs, or other payments to any owner, inventor, licensor or developer of, or other third party thereunder, except for any payment related to the Technology License Agreement.

16.3.2 Exclusive Distributor . Except as otherwise agreed in writing by all the Shareholders, the Company shall not appoint any Person (other than a party in accordance with this Agreement) as the exclusive distributor in any geography of BSA and/or BDO produced by the Company. Notwithstanding the above, the Company shall be permitted to appoint exclusive distributors in selected geographies for specific applications using BSA or BDO. The applications will include BSA used as deicers or coolants, solvents, lubricants, flavors and fragrances, food and plasticizers. BioAmber shall consult Mitsui prior to the execution of any such exclusive distribution agreements and such agreements shall not be detrimental to the Company’s sales or profitability.

16.3.3 Supply Agreements . Except as expressly provided herein or as otherwise approved by (x) the Board or (y) a Marketing Committee which the Board may form and to which it may delegate such authority, which Marketing Committee shall consist of at least one (1) member appointed by BioAmber and one (1) member appointed by Mitsui, in each case acting in accordance with the Marketing Policy, the Company shall not enter into any Contract that obligates the Company to supply to a third party any portion of the BSA and/or BDO produced by the Company. For the avoidance of doubt, the foregoing sentence shall not apply to contracts signed by BioAmber prior to the date of this Agreement that were disclosed to Mitsui prior to such date.

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16.3.4 BioAmber IP . BioAmber shall not, and shall cause its Affiliates not to (a) abandon, dedicate to the public, fail to enforce, or otherwise allow to la pse any BioAmber IP that is a Registered IP Asset, (b) terminate, willfully or negligently breach, or allow to expire any BioAmber IP Agreement, or (c) take any other action that is reasonably likely to adversely affect or impede the ability of the Company to use and exploit, in each case as contemplated or otherwise set forth in this Agreement and any Ancillary Agreement, any BioAmber Technology or other Intellectual Property Rights owned, co- or jointly owned, held by or licensed by BioAmber or any BioAmb er Affiliate necessary, useful, or otherwise related to (i) the operation of the Business by the Company, (ii) the building, operation and exploitation of the Additional Plant in accordance with Section 4 , or (iii) the production, use, sale and commercial exploitation of BSA and/or BDO by the parties.

16.3.5 Company Support . If, during the term of this Agreement, the Company becomes unable to continue to use or practice under any Intellectual Property Rights licensed by BioAmber or any Affiliate thereof to the Company pursuant to the Technology License Agreement in accordance with the terms thereof as a result of (a) the expiration, termination or breach of any BioAmber IP Agreement by the BioAmber Parties or any BioAmber Affiliate or (b) the abandonment, invalidation or failure to enforce such Intellectual Property Rights by BioAmber or the applicable licensor of such Intellectual Property Rights, then BioAmber shall use its best efforts to acquire a license to, or otherwise obtain all necessary rights in and to, such Intellectual Property Rights, or other Intellectual Property Rights as the Shareholders may reasonably agree, to the extent reasonably necessary for the Company to continue to operate the Business, and BioAmber shall promptly license or cause to be licensed to the Company such Intellectual Property Rights upon the terms and conditions of the Technology License Agreement or as the Shareholders may reasonably agree.

Additional Agreements

. The parties acknowledge that:

16.4.1 Trademark License Agreement . BioAmber, as licensor, and the Company, as licensee, have entered into a trademark license agreement, dated as of September 24, 2015 (the “ Trademark License Agreement ”), which Trademark License Agreement currently remains in effect in accordance with its terms.

16.4.2 BioAmber Services Agreement . Promptly after the date hereof, BioAmber and Mitsui may enter into good faith negotiations in respect of a services agreement in connection with the non-financial contributions of BioAmber to the Company pursuant to Section 6.1 , to be executed between BioAmber and the Company, on terms and conditions to be agreed upon between BioAmber and Mitsui (the “ BioAmber Services Agreement ”), which BioAmber Services Agreement (if so agreed between such parties) the Company agrees it will duly execute and deliver.

16.4.3 Mitsui Services Agreement . Promptly after the date hereof, BioAmber and Mitsui may enter into good faith negotiations in respect of a services agreement in connection with the non-financial contributions of Mitsui to the Company pursuant to Section 6.2 , to be executed between Mitsui and the Company, on terms and conditions to be agreed upon between

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BioAmber and Mitsui (the “ Mitsui Services Agreement ”), which Mitsui Services Agreement (if so agreed between such parties) the Company agrees it will duly execute and deliver.

16.4.4 Assignment Agreement . BioAmber (or its applicable Affiliate) , as assignor, and the Company , as assignee, have entered into an assignment agreement, dated as of July 9, 2015 (the “ Assignment Agreement ”), with respect to the Supply Contracts.

Supply Contracts

. In the event that BioAmber (or any Affiliate thereof, excluding any Affiliate of BioAmber that exploits or operates the Additional Plant or other plants that produce BSA and/or BDO) enters into any Contract for the supply of BSA and/or BDO to any third party, which Contract is not listed as a Supply Contract in Schedule 16.5 and has not been assigned to the Company pursuant to the Assignment Agreement, BioAmber shall (or shall cause its applicable Affiliate to), after consultation with Mitsui, with the objective of filling the available capacity of the Initial Plant (if any), subject to the terms of such Contract (including any applicable geographical restrictions), (i) add such Contract to the list of Supply Contracts set forth in Schedule 16.5 and (ii) assign such Contract to the Company pursuant to an agreement in form and substance similar to the Assignment Agreement, or as BioAmber and Mitsui may otherwise agree, it being understood that BioAmber shall not assign any such Contract to the Company if by doing so, the capacity of the Initial Plant would be exceeded at any point during the term of such Contract taking into account the then-existing supply commitments of the Initial Plant.

16.5.1 BioAmber Lux’s Obligations . BioAmber guarantees each and every obligation of BioAmber Lux under this Agreement and any Ancillary Agreement to which BioAmber Lux is or hereafter becomes a party, including each and every representation and warranty of BioAmber Lux hereunder or thereunder, and the full and timely performance of BioAmber Lux’s obligations under this Agreement and such Ancillary Agreements. This is a guarantee of payment and performance and BioAmber acknowledges and agrees that this guarantee is unconditional.

17.	REPRESENTATIONS AND WARRANTIES

Survival of Representations and Warranties contained in the Original JVA

. The Parties hereby acknowledge and agree that, pursuant to Section 17.3 of the Original JVA (for clarity, as Section 17 of the Original JVA was executed as of November 2, 2011 and disregarding any subsequent amendments and restatements thereof) and notwithstanding the execution of this Agreement, the respective representations and warranties of the applicable parties set forth in Section 17 of the Original JVA shall survive indefinitely and continue in effect as provided for in the Original JVA.

BioAmber Parties’ Representations and Warranties

. The BioAmber Parties hereby jointly and severally represent to Mitsui as follows:

17.2.1 Organization, Good Standing . Each of the BioAmber Parties and the Company is a corporation or another Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

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17.2.2 Authority; Binding Nature of Agreements . Each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, all requisite corporate (or other applicable Entity) power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or it will become, a party and to carry out the provisions of this Agreement and such Ancillary Agreements. The execution, delivery and performance by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders. BioAmbe r has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is or it will become a party and the transactions contemplated hereby and thereby. Each of the BioAmber Parties and the Company has duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it is a party, and it (or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party. Each of this Agreement and the Ancillary Agreements to which each of the BioAmber Parties, the Company and any othe r applicable BioAmber Affiliate is or will become a party constitutes, or upon its execution will constitute, the legal, valid and binding obligation of each such party, enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity.

17.2.3 No Conflicts; Consents . The execution, delivery and performance of this Agreement or any Ancillary Agreement by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate do not and will not (with or without notice or lapse of time) (a) conflict with, violate or result in any breach of (i) any of the provisions of such party’s Charter Documents; (ii) any resolutions adopted by such party’s shareholders, board of directors or committees thereof; (iii) any Applicable Law; or (iv) any provision of any Contract; (b) give any Governmental Authority or other Person the right to (i) challenge the transactions contemplated hereby or thereby; (ii) exercise any remedy or obtain any relief under any Applicable Law to which any of the BioAmber Parties, the Company or any other applicable BioAmber Affiliate, or any of their respective assets, is subject; (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Contract; or (iv) revoke, suspend or modify any Consent; (c) result in the imposition or creation of any Encumbrance upon or with respect to any of its assets or properties; or (d) require any of the BioAmber Parties, the Company or any other applicable BioAmber Affiliate to obtain any Consent or make or deliver any f iling or notice to a Governmental Authority.

17.2.4 No Proceedings . There is no Proceeding pending or, to the BioAmber Parties’ knowledge, threatened against or affecting any of the BioAmber Parties or the Company, any of their respective properties, assets, operations or businesses, or the BioAmber Parties’ or the Company’s respective rights relating thereto, that could materially and adversely affect the business or operations of any such party (including, in the case of the Company, the Business) or its ability to fulfill its obligations hereunder, and to the BioAmber Parties’ knowledge, no event

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has occurred, and no condition or circumstance exists, that might give rise to or serve as a basis for the commencement of any such Proceeding.

Mitsui’s Representations and Warranties

. Mitsui hereby represents to the BioAmber Parties as follows:

17.3.1 Organization; Valid Existence . Mitsui is a corporation duly organized and validly existing under the laws of Japan.

17.3.2 Authority; Binding Nature of Agreements . Mitsui has, or prior to its execution will have, all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or it will become, a party and to carry out the provisions of this Agreement and such Ancillary Agreements. The execution, delivery and performance by Mitsui of this Agreement and the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party. Mitsui has duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it a party, and it will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party. Each of this Agreement and the Ancillary Agreements to which Mitsui is or will become a party constitutes, or upon its execution will constitute, the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity.

17.3.3 No Conflicts; Consents . The execution, delivery and performance of this Agreement or any Ancillary Agreement by Mitsui do not and will not (with or without notice or lapse of time) (a) conflict with, violate or result in any breach of (i) any of the provisions of such party’s Charter Documents; (ii) any resolutions adopted by such party’s shareholders, board of directors or committees thereof; (iii) any Applicable Law; or (iv) any provision of any Contract; (b) give any Governmental Authority or other Person the right to (i) challenge the transactions contemplated hereby or thereby; (ii) exercise any remedy or obtain any relief under any Applicable Law to which Mitsui, or any of its assets, is subject; (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Contract; or (iv) revoke, suspend or modify any Consent; (c) result in the imposition or creation of any Encumbrance upon or with respect to any of its assets or properties; or (d) require Mitsui to obtain any Consent or make or deliver any filing or notice to a Governmental Authority.

17.3.4 No Proceedings . There is no Proceeding pending or, to Mitsui’s knowledge, threatened against or affecting Mitsui, any of its properties, assets, operations or businesses, or its rights relating thereto, that could materially and adversely affect the business or operations of such party or its ability to fulfill its obligations hereunder, and to Mitsui’s knowledge, no event has occurred, and no condition or circumstance exists, that might give rise to or serve as a basis for the commencement of any such Proceeding.

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Survival of Representations and Warranties

. The respective representations and warranties of the applicable parties set forth in this Section 17 shall survive indefinitely and continue in effect notwithstanding the termination of this Agreement.

18.

DEFAULT

18.1 Events of Default .

18.1.1 Events of Default . Each of the following events constitutes an “ Event of Default ” with respect to a Shareholder, it being understood that if such Shareholder is (x) BioAmber Lux or a Permitted Transferee thereof (other than BioAmber), the occurrence of any such event with respect to BioAmber shall constitute an Event of Default with respect to BioAmber Lux or such Permitted Transferee, as applicable, or (y) a Permitted Transferee of Mitsui, the occurrence of any such events with respect to Mitsui shall constitute an Event of Default with respect to such Permitted Transferee:

(a) such Shareholder makes a general assignment for the benefit of creditors;

(b) the appointment of a conservator, custodian, receiver, trustee or similar official for such Shareholder or its assets;

(c) any voluntary or involuntary bankruptcy, insolvency, reorganization, debt adjustment, dissolution, liquidation, receivership or other debt relief proce edings is commenced (and not dismissed or otherwise terminated) in respect of such Shareholder (excluding, for the avoidance of doubt, any bona fide corporate reorganization not involving debt relief or insolvency issues); or

(d) such Shareholder materially br eaches this Agreement or any of the Ancillary Agreements and such breach, if of a nature that can be cured, remains uncured thirty (30) days after such Shareholder received notice thereof from the other Shareholder.

18.1.2 Suspension of Certain Rights Upon an Event of Default . In addition to other limitations on a Defaulting Shareholder’s rights set forth elsewhere in this Agreement, u pon the occurrence of an Event of Default and for so long as such Event of Default has not been remedied to the reasonable satisfaction of the Shareholder other than the Defaulting Shareholder, and notwithstanding anything to the contrary set forth herein, (i) the presence of the Defaulting Shareholder shall not be required to constitute quorum at any Shareholders’ meeting; (ii) the Defaulting Shareholder shall not have the right to vote in respect of any matter reserved for the approval of the Shareholders pursuant to Section 8.1.2 or 8.1.3 (which matter may be approved solely by the non-Defaulting Shareholder); (iii) the presence of the Defaulting Shareholder’s nominee(s) to the Board shall not be required to constitute quorum at any Board meeting; (iv) the Defaulting Shareholder’s nominee(s) to the Board shall not have the right to vote in respect of any matter subject to Board approval (which matter may be approved solely by the non-Defaulting

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Shareholder’s nominee(s) to the Board); and (v) the Defaulting Shareholder shall have no right to receive dividends or other distributions from the Company.

18.2 Option to Buy/Sell Upon an Event of Default .

18.2.1 BioAmber Call Option Upon Mitsui Event of Default . If an Event of Default occurs and is continuing and Mitsui is the Defaulting Shareholder, BioAmber Lux shall have the right to purchase the Shares held by Mitsui (and any Permitted Transferee thereof) at a purchase price equal to seventy five percent (75%) of the lesser of (i) the Fair Market Value of such Shares (calculated in accordance with Section 5.3.2 applied mutatis mutandis hereto) and (ii) the Book Value of such Shares, in each case calculated on the date BioAmber Lux delivered the Default Option Exercise Notice.

18.2.2 BioAmber Put Option Upon Mitsui Event of Default . If an Event of Default (excluding therefrom, for purposes hereof, the event referred to in clause (d) of Section 18.1.1 ; provided, however , that if and for so long as Mitsui’s Pro Rata Share is equal to more than forty-five percent (45%), the foregoing exclusion shall not apply and the event referred to in clause (d) of Section 18.1.1 shall also be included as an Event of Default for purposes of this Section 18.2.2 ) occurs and is continuing and Mitsui is the Defaulting Shareholder, BioAmber Lux shall, alternatively to its right under Section 18.2.1 , have the right to sell to Mitsui the Shares held by BioAmber Lux (and any Permitted Transferee thereof) at a purchase price equal to one hundred twenty five percent (125%) of the greater of (i) the Fair Market Value of such Shares (calculated in accordance with Section 5.3.2 applied mutatis mutandis hereto) and (ii) the Book Value of such Shares, in each case calculated on the date BioAmber Lux delivered the Default Option Exercise Notice.

18.2.3 Mitsui Put Option Upon BioAmber Event of Default . If an Event of Default occurs and is continuing and a BioAmber Party is the Defaulting Shareholder, Mitsui shall have the right to sell to BioAmber Lux the Shares held by Mitsui (and any Permitted Transferee thereof) at a purchase price equal to one hundred twenty five percent (125%) of the greater of (i) the Fair Market Value of such Shares (calculated in accordance with Section 5.3.2 applied mutatis mutandis hereto) and (ii) the Book Value of such Shares, in each case calculated on the date Mitsui delivered the Default Option Exercise Notice.

18.2.4 Mitsui Call Option Upon BioAmber Event of Default . If an Event of Default (excluding therefrom, for purposes hereof, the event referred to in clause (d) of Section 18.1.1 ; provided, however , that if and for so long as Mitsui’s Pro Rata Share is equal to more than forty-five percent (45%), the foregoing exclusion shall not apply and the event referred to in clause (d) of Section 18.1.1 shall also be included as an Event of Default for purposes of this Section 18.2.4 ) occurs and is continuing and a BioAmber Party is the Defaulting Shareholder, Mitsui shall, alternatively to its right under Section 18.2.3 , have the right to purchase the Shares held by BioAmber Lux (and any Permitted Transferee thereof) at a purchase price equal to seventy five percent (75%) of the lesser of (i) the Fair Market Value of such Shares (calculated in accordance with Section 5.3.2 applied mutatis mutandis hereto) and (ii) the Book Value of such Shares, in each case calculated on the date Mitsui delivered the Default Option Exercise Notice.

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18.2.5 Exercise of Rights; Closing . To exercise its purchase or sale rights under Section 18.2.1 , 18.2.2 , 18.2.3 or 18.2.4 , as applicable, the non-Defaulting Shareholder shall provide notice thereof to the Defaulting Shareholder (the “ Default Option Exercise Notice ”). The closing of any such Transfer of Shares shall occur, subject to obtaining any required Consents, within thirty (30) days after the date the applicable Shareholder delivered to the Defaulting Shareholder the Default Option Exercise Notice.

19.	DISSOLUTION

Dissolution Events

. In the event that (i) the Operational Date does not occur by January 31, 2016; (ii) the cumulative losses of the Company accrued during the Financial Years from and after January 1, 2016 exceed seventy-five percent (75%) of its paid-in capital; (iii) the Company earns no after-tax profit in any three (3) consecutive Financial Years from and after January 1, 2016; (iv) the Company becomes unable to pay its debts generally as they become due or subject to a bankruptcy, insolvency or other analogous proceeding; or (v) there occurs any other dissolution event in respect of the Company provided for under Applicable Law (each, a “ Dissolution Event ”), each Shareholder shall have the right (subject, in the case of BioAmber Lux, to the rights of Mitsui under Section 12.3) by providing written notice to the other Shareholder (the “ Dissolution Notice ”), to cause the Company to be dissolved and liquidated, whereupon the Shareholders shall cooperate and take all necessary steps for dissolving and liq uidating the Company in accordance with Applicable Law and terminating their respective contractual obligations therewith.

Distribution of Remaining Assets

. Unless otherwise agreed by the Shareholders, any assets and property of the Company remaining after such liquidation shall be allocated and distributed to the Shareholders in accordance with their then respective Pro Rata Shares.

Right to Prevent Dissolution

. Notwithstanding the provisions of Section 19.1 , the Company shall not be so dissolved and liquidated if, upon the occurrence of a Dissolution Event, (i) a Shareholder opposes the dissolution and liquidation requested by the other Shareholder and (ii) such Shareholder opposing the dissolution and liquidation agrees to purchase the Shares held by the other Shareholder (and any Permitted Transferee thereof) at a purchase price equal to one hundred percent (100%) of the Book Value of such Shares calculated on the date of such agreement. The closing of such Transfer of Shares shall occur, subject to obtaining any required Consents, within thirty (30) days after the date of such agreement.

20.	TERMINATION

Termination of the Agreement

. This Agreement shall become effective from its date and shall continue in effect until (a) any date agreed upon in writing by all of the parties, (b) the Company is liquidated, dissolved or wound-up or (c) there is only one (1) Shareholder.

Consequences of Termination

. If this Agreement is terminated pursuant to Section 20.1 , this Agreement shall have no further force and effect, except that the parties shall continue to be bound, as applicable, by the provisions of this Section 20 , Sections 8.2.13 , 15 , 17.1 , 17.4 , 21 ,

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22 and 23 . For the avoidance of doubt, nothing in this Section 20 shall be deemed to release any party from any liability for a ny breach of this Agreement prior to the effective date of such termination.

21.	INDEMNIFICATION

General Indemnification

. Subject to, in the case of the Company, any applicable indemnification obligation of the Company to the Directors pursuant to the Indemnification Agreement, each party shall indemnify, defend and hold harmless each other party, its Affiliates and its and their respective directors, officers, employees, agents and advisors from and against any Loss arising out, relating to or resulting from any breach by such party of any representation or warranty, or covenant, agreement or undertaking, contained in this Agreement.

IP Indemnification

. BioAmber, on behalf of itself and its Affiliates, shall indemnify, defend and hold harmless each of Mitsui and the Company, its respective Affiliates and its and their respective directors, officers, employees, agents and advisors from and against any Loss arising out, relating to or resulting from the Company’s use of, and the exercise of any rights licensed by BioAmber or any Affiliate thereof to the Company in and to, any BioAmber Technology, including with respect to the operation of the Business generally and the production, sale and use of BSA and/or BDO.

No Consequential Damages

. Notwithstanding anything to the contrary in this Section 21 , to the maximum extent permitted by Applicable Law, no party shall be liable under this Agreement to any Person for any indirect, incidental, punitive, exemplary or consequential damages; provided, however , that the foregoing shall not be construed to preclude recovery by any party in respect of Losses incurred from third party claims.

22.	DISPUTE RESOLUTION

Escalation Procedure

. Any dispute, controversy, claim or disagreement between or among any parties (each, a “ Dispute ”) arising out of this Agreement, its interpretation or the performance by any party of its obligations hereunder, including any questions regarding the existence, validity or termination hereof, shall be resolved pursuant to this Section 22 . For clarity, any disagreement related to the matters set forth in Section 8.1.2 shall be subject to the BioAmber Right to Approve set forth in the proviso included in such Section. Any Dispute that the relevant parties are unable to resolve through amicable negotiations shall be submitted by the parties for further review and discussion to designated senior representatives of each such party with authority to reach an agreement in connection with such Dispute. Such designated senior representatives shall meet or otherwise confer as promptly as practicable, and endeavor in good faith to resolve the Dispute. If such designated senior representatives are unable to reach an agreement to resolve the Dispute within ten (10) days after their initial meeting, then the Dispute shall be resolved pursuant to Section 22.2

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22.2 Arbitration .

Rules

. Any Dispute that is not resolved pursuant to Section 22.1 shall be finally settled by binding arbitration administered by the ICC, in accordance with the ICC Rules of Arbitration (the “ ICC Rules ”) in effect at the time of the arbitration, except as they may be modified herein or by agreement of all the parties to the Dispute. Each party to the arbitration shall be deemed to be an “ Arbitration Party ” for purposes of this Section 22.2 .

22.2.2 Place; Language . The place of arbitration shall be New York, New York, and the proceedings shall be conducted in the English language.

22.2.3 Tribunal . The arbitration shall be conducted by three arbitrators (such panel of arbitrators, the “ Tribunal ”).

22.2.4 Arbitrators–Two Arbitration Parties . If there are two Arbitration Parties to the arbitration, each Arbitration Party shall nominate one (1) arbitrator within thirty (30) days after delivery of the “Request for Arbitration” (as defined in the ICC Rules). In the event an Arbitration Party fails to nominate an arbitrator within this time period, then upon request of either Arbitration Party, such arbitrator shall instead be appointed by the ICC within thirty (30) days of receiving such request. The two (2) arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator within thirty (30) days of the appointment of the second arbitrator. If the first two appointed arbitrators fail to nominate a third arbitrator within this time pe riod, then upon request of either Arbitration Party, the third arbitrator shall be appointed by the ICC. The third arbitrator shall serve as chairman of the Tribunal.

22.2.5 Arbitrators–More Than Two Arbitration Parties . If there are more than two (2) Arbitration Parties to the arbitration, they shall in good faith attempt to group themselves into a “ Petitioning Party ” and a “ Defending Party ” for purposes of selecting arbitrators. Each of the Petitioning Party and the Defending Party shall nominate one arbitrator within thirty (30) days after delivery of the Request for Arbitration. The two (2) arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator within thirty (30) days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator within this time period, then upon request of any party to the arbitration, the third arbitrator shall be appointed by the ICC. The third arbitrator shall serve as chairman of the Tribunal. If it shall not be possible to form a Petitioning Party or a Defending Party, as the case may be, or if the Petitioning Party or the Defending Party, as the case may be, fails to select an arbitrator in accordance with this Section 22.2.5 , then, in accordance with Article 10(2) of the ICC Rules, the ICC shall appoint each member of the Tribunal and shall designate one of them to act as chairman.

22.2.6 Provisional Remedies . By agreeing to arbitration, the Arbitration Parties do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including a preliminary injunction or attachment in aid of the arbitration, or to order any interim or conservatory measure (each, a “ Provisional Remedy ”). A request for such Provisional Remedy by a party to a court shall not be deemed a waiver of this agreement to arbitrate. Notwithstanding the foregoing, once the selection of the arbitrators is complete in

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accordance with this Section 22.2 , the continuation, termination, amendment, or mod ification of any Provisional Remedy shall be determined by the arbitrators and, after an arbitration hearing is commenced, the action, suit, or proceeding commenced in such court seeking such Provisional Remedy shall be dismissed by the stipulation of all parties to the relevant Dispute. In the event that any such party fails to stipulate to the dismissal of the action, the parties agree that the arbitrators may submit a stipulation dismissing the action. The arbitrators may conduct any hearings or order any discovery they deem necessary to properly review the Provisional Remedy. This Section 22.2.6 shall be specifically enforceable by each party.

22.2.7 Award . The award rendered by the arbitrators shall be final and binding on the Arbitration Parties. Judgment on the award may be entered and the award may be enforced in any court of competent jurisdiction.

22.2.8 Confidentiality . Any arbitration hereunder shall be confidential, and the Arbitration Parties and their agents and the arbitrators shall not disclose to any non-Arbitration Party the subject of the arbitration, any information about the arbitration or the substance of the proceedings thereunder except as may be required by Applicable Law, for insurance purposes, or as necessary to enforce this agreement to arbitrate or any award hereunder or in connection with a request for any Provisional Remedy.

23.	MISCELLANEOUS

No Partnership

. The Shareholders expressly intend not to form a partnership hereby, either general or limited, under any jurisdiction’s partnership law. The Shareholders do not intend to be partners one to another, or partners as to any third party, or create any fiduciary relationship among themselves, solely by virtue of their status as Shareholders.

Discrepancies

. If there is any discrepancy between any provision of this Agreement and any provision of the Company’s Charter Documents, the provisions of this Agreement shall prevail as between the Shareholders, and the parties shall procure that the Company’s Charter Documents are promptly amended, to the extent permitted by Applicable Law, in order to conform to this Agreement.

23.3 Notices .

23.3.1 Notices . Each notice, demand or other communication given or made under this Agreement shall be in writing, in English and delivered or sent to the relevant party at its address or fax number set out below (or such other address or fax number as the addressee has by five (5) days’ prior written notice specified to the other parties). Any notice, demand or other communication so addressed to the relevant party shall be deemed to have been delivered, (a) if delivered in person or by messenger, when proof of delivery is obtained by the delivering party; (b) if sent by post within the same country, on the third (3rd) day following posting, and if sent by post to another country, on the fifth (5th) day following posting; and (c) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch.

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23.3.2 Addresses; Fax Numbers . The initial address and facsimile for each party for the purposes of th is Agreement are:

(1)

for Mitsui :

Address: 3-1, Ohtemachi 1-Chome

Chiyoda-Ku, Tokyo, Japan 100-8631

Attention: Mr. Toru Tamura, General Manager

Biochemicals Department, Specialty Chemicals Division

Fax: 81-(0)3-3285-7718

(2)

for any BioAmber Party :

Address: 1250 Rene-Levesque West, Suite 4310

Montreal, Quebec, Canada, H3B 4W8

Attention: Jean-François Huc, President & CEO

Fax: (514) 844-1414

(3)

for the Company :

Address: 1250 Rene-Levesque West, Suite 4310

Montreal, Quebec, Canada, H3B 4W8

Attention: Fabrice Orecchioni, President

Fax: (514) 844-1414

Expenses

. Except as otherwise noted herein, each Shareholder shall bear the expenses incurred by it in connection with the negotiation and execution of this Agreement and the performance of its obligations hereunder.

Entire Agreement

. This Agreement, the Exhibits, the Schedules and the Ancillary Agreements constitute the entire agreement among the parties relating to the subject matter hereof and thereof and supersede all prior oral and written understandings, all contemporaneous oral negotiations and discussions, and all other writings and agreements relating to the subject matter hereof and thereof (including the Term Sheet; provided , that Sections I.4 ( Confidentiality ) and I.7 ( Breach ) of the Term Sheet shall survive in accordance with their respective terms, and nothing herein shall be deemed to release any party from any liability for any previous breach of the Term Sheet).

Counterparts

. This Agreement may be executed in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one agreement. Delivery of a signature page by facsimile or electronic means shall have the same effect as the delivery of a manually executed original thereof.

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Governing Law

. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

Severability

. Each and every obligation under this Agreement shall be treated as a separate obligation and shall be severally enforceable as such. If a term of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that shall not affect (a) the legality, validity or enforceability in that jurisdiction of any other term of this Agreement or (b) the legality, validity or enforceability in any other jurisdictions of that or any other term of this Agreement. If a term of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, it shall be replaced by a mutually acceptable provision, which being valid, legal, enforceable and in compliance with applicable government policy comes closest to the intention of the parties underlying such illegal, invalid or unenforceable provision.

Survival of Rights, Duties and Obligations

. Termination of this Agreement for any cause shall not release any party from any liability which at the time of termination has already accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such termination, nor shall any such termination hereof affect in any way the survival of and right, duty or obligation of any party which is expressly stated elsewhere in this Agreement to survive termination hereof or which by its nature shall survive the termination of this Agreement.

Specific Performance

. The parties acknowledge that it may be impossible to measure in money the damages that would be suffered by a party by reason of the failure by any of the other parties to perform any of its obligations hereunder, and that irreparable damage may occur in the event that any of the provision of this Agreement is not performed in accordance with its specific terms or otherwise breached. Therefore, if a party shall institute any Proceeding to enforce the provisions hereof, a party against whom such Proceeding is brought hereby waives any claim or defense therein that the other party has an adequate remedy at law.

Assignment

. No Shareholder shall assign, or suffer or permit an assignment (by operation of law or otherwise), of its rights or obligations under or interest in this Agreement without the prior written consent of the other Shareholder and the Company, except to the extent expressly permitted hereunder, and any purported assignment or other disposition by a Shareholder in violation of this Section 23.11 shall be deemed to be a breach of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

Amendment; Waiver

. This Agreement cannot be amended or otherwise modified nor any performance, term, or condition waived in whole or in part, except by a writing signed by the party against whom enforcement of the amendment, modification or waiver is sought. No delay or failure on the part of any party in exercising any rights hereunder, and no partial or single exercise thereof, will constitute a waiver of such rights or of any other rights hereunder. Without limiting the foregoing, no waiver by a party of any breach by any other party of any provision

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hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

Limitation on Rights of Third Parties

. This Agreement is entered into among the parties for the exclusive benefit of the parties and their successors and permitted assigns. Except as otherwise expressly provided herein, this Agreement is not intended for the benefit of any other Person.

23.14 Confidentiality .

Confidential Information

. In order to protect the Confidential Information of any party (a “ Disclosing Party ”) that becomes available to any other party (a “ Receiving Party ”), the Receiving Party agrees that (i) it shall make no use of such Confidential Information except in furtherance of the purposes of, and as contemplated by, this Agreement, and (ii) it shall not (and it shall cause its Affiliates, directors, officers, employees, agents and representatives not to) without the prior written consent of the Disclosing Party, disclose to any third party Confidential Information of such Disclosing Party, so long as such Receiving Party is a Shareholder and for a period of ten (10) years thereafter or, in the case of the Company, so long as it remains in existence; provided , however , that:

(a) a Receiving Party may disclose Confidential Information to those of its Affiliates, directors, officers, employees, agents and representatives who have a need to know such Confidential Information in relation to the matters contemplated hereby and who are under obligations of confidentiality and non-use consistent with those set forth herein; provided that any disclosure of Confidential Information by a party’s Affiliates, directors, officers, employees, agents and representatives that is not permitted by this Section 23.14 shall be a breach by such party of this Section 23.14 ;

(b) disclosure of Confidential Information is permitted to the extent that such disclosure is required pursuant to Applicable Law; provided however , that the Receiving Party shall promptly notify the Disclosing Party in writing of the existence of any such requirement and reasonably cooperate with the Disclosing Party in seeking an appropriate protective order or other reliable assurance that confidential treatment will be acc orded the Confidential Information;

i. was in the public domain or the subject of public knowledge at the time of its disclosure;

ii. becomes part of the public domain or the subjec t of public knowledge through no breach by or act of default of the Receiving Party or its representatives, employees or agents;

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iii. is obtained by the Receiving Party from a third party other than in breach of a legal or contractual obligation of confidential ity owed by such third party to the Disclosing Party in respect thereof, the existence of which obligation was known or should have been known by the Receiving Party; or

iv. the Receiving Party establishes was independently developed by it without reference to Confidential Information.

Advertising; Publicity

. Each party agrees not to issue any press release or otherwise make any public disclosure with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby without the prior written approval of the other parties, unless, and only to the extent, required pursuant to Applicable Law (including the rules of any stock exchange to which such party or any Affiliate thereof may be subject), in which case, to the extent practicable, the party intending to make such disclosure shall give advance notice thereof to the other parties. Notwithstanding the foregoing, it is the parties’ intent to issue a press release following the signing of this Agreement, subject to the parties agreeing to the content of such press release.

Subsequent Shareholders

. Any Person not a signatory to this Agreement who hereafter becomes a Shareholder as provided hereby shall be bound by all of the terms and provisions, and shall be entitled to all the benefits and privileges, of this Agreement. Before any Person not a signatory to this Agreement, including any Person to whom transfers of Shares may be made hereunder, may be entitled to be a Shareholder, such Person shall be required to execute and deliver to the Company an agreement, in form and substance reasonably acceptable to the Company and the Shareholders (a “ Joinder Agreement ”) pursuant to which such Person agrees to be bound by all of the terms and conditions of this Agreement, and the failure of any such Person to do so shall preclude such Person from becoming a Shareholder.

Unanimous Shareholder Agreement

. This Agreement shall be considered a unanimous shareholder agreement pursuant to the Canada Business Corporations Act to the extent that any provisions in this Agreement restrict, in whole or in part, the powers of the Directors to manage, or supervise the management of, the business and affairs of the Company.

[ Remainder of Page Intentionally Left Blank; Signature Page Follows ]

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I N WITNESS WHEREOF, the parties have signed this Amended and Restated Joint Venture Agreement as of the date first written above.

BIOAMBER INC.

By: /s/ Jean-François Huc ___________

Name: Jean-François Huc

Title: President & Chief Executive Officer

BIOAMBER INTERNATIONAL S.À.R.L.

By: /s/ Jean-François Huc ___________

Name: Jean-Francois Huc

Title: Manager

By: /s/ Jean-Michel Hamelle _________

Name: Jean-Michel Hamelle

Title: Manager

MITSUI & CO., LTD.

By: /s/ Shinji Oumi ________________

Name:Shinji Oumi

Title: G eneral Manager

Specialty Chemicals Div.

Performance Materials Business Unit

BIOAMBER sarnia INC.

By: /s/ Fabrice Orecchioni ___________

Name: Fabrice Orecchioni

Title: President

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Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jean-François Huc, President and Chief Executive Officer of BioAmber Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2016 of BioAmber Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 20 16

By:	/s/ Jean-François Huc
	Jean-François Huc
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Mario Saucier, Chief Financial Officer of BioAmber Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2016 of BioAmber Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2016

By:	/s/ Mario Saucier
	Mario Saucier
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BioAmber Inc. (the “Company”) for the period ended March 31, 2016, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), Jean-François Huc, as Chief Executive Officer of BioAmber Inc. (the “Company”), and Andrew Ashworth, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: May 6, 2016	By:	/s/ Jean-François Huc
		Jean-François Huc President and Chief Executive Officer (Principal Executive Officer)



Date: May 6, 2016	By:	/s/ Mario Saucier
		Mario Saucier Chief Financial Officer (Principal Financial and Accounting Officer)