Solazyme, Inc. AND Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of January 24, 2013 6.00% Convertible Senior Subordinated Notes due 2018Indenture • January 24th, 2013 • Solazyme Inc • Industrial organic chemicals • New York
INDENTURE dated as of January 24, 2013 between Solazyme, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Shares SOLAZYME, INC. COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2011 • Solazyme Inc • Industrial organic chemicals • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2011 • Solazyme Inc • Industrial organic chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of the day of , 2011, by and between Solazyme, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
LEASE BRITANNIA GATEWAY BRITANNIA GATEWAY II LIMITED PARTNERSHIP, a Delaware limited partnership as Landlord, and SOLAZYME, INC., a Delaware corporation, as Tenant.Lease • November 6th, 2014 • Solazyme Inc • Industrial organic chemicals • California
This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between BRITANNIA GATEWAY II LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and SOLAZYME, INC., a Delaware corporation ("Tenant").
TERRAVIA HOLDINGS, INC. $25,000,000 COMMON STOCK SALES AGREEMENTStock Sales Agreement • November 4th, 2016 • TerraVia Holdings, Inc. • Industrial organic chemicals • New York
Solazyme, Inc. AND Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of April [ ], 2014 [ ]% Convertible Senior Subordinated Notes due 2019Indenture • March 25th, 2014 • Solazyme Inc • Industrial organic chemicals • New York
INDENTURE dated as of April [ ], 2014 between Solazyme, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Solazyme, Inc. Underwriting Agreement March 26, 2014Underwriting Agreement • March 27th, 2014 • Solazyme Inc • Industrial organic chemicals • New York
Solazyme, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to issue and sell to Goldman, Sachs & Co. (the “Underwriter”) $130,000,000 aggregate principal amount of the 5.00% Convertible Senior Subordinated Notes due 2019, convertible into common stock, par value $0.001 per share (“Stock”) of the Company (the “Firm Securities”) and, at the election of the Underwriter, up to $19,500,000 additional aggregate principal amount of the 5.00% Convertible Senior Subordinated Notes due 2019, solely to cover over-allotments, if any (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
PHASE 2 RESEARCH AND DEVELOPMENT AGREEMENTPhase 2 Research and Development Agreement • April 1st, 2011 • Solazyme Inc • Industrial organic chemicals • California
* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • March 13th, 2013 • Solazyme Inc • Industrial organic chemicals • New York
This Strategic Collaboration Agreement (“Agreement”) is entered into as of November 13, 2012 (the “Effective Date”), by and between Archer-Daniels-Midland Company, a Delaware company with offices at 4666 Faries Parkway, Decatur, Illinois 62526 (“ADM”) and Solazyme, Inc., a Delaware company with a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • August 9th, 2012 • Solazyme Inc • Industrial organic chemicals • New York
This Joint Venture Agreement (“Agreement”) is entered into as of March 30, 2012 (the “Effective Date”), by and among, Bunge Global Innovation, LLC, a Delaware limited liability company, with a place of business at 50 Main Street, White Plains, NY 10606 (“BGI”), Bunge Coöperatief UA, a Dutch cooperative, with a principal place of business at Weena 320, 3012 NJ, Rotterdam, The Netherlands (“Bunge Netherlands”), and Bunge Açúcar Bioenergia Ltda., a Brazilian limitada, with a principal place of business at Av. Maria Coelho Aguiar, 215, Bloco A, 5th floor, São Paulo/SP, Brazil (“Bunge Brazil”, together with BGI, Bunge Netherlands and its Affiliates, collectively, the “Bunge Group”); Solazyme, Inc., a Delaware company with a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme, Inc.”) and Solazyme Brasil Óleos Renováveis e Bioprodutos Ltda., a Brazilian limitada with a principal place of business at Avenida Pierre Simon de Laplace, 751 – Campinas/SP,
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Solazyme License Agreement • May 13th, 2011 • Solazyme Inc • Industrial organic chemicals • Delaware
THIS LICENSE AGREEMENT (the “Agreement”) is made as of December 16, 2010 (the “Effective Date”) by and between Solazyme, Inc., a Delaware corporation (“Solazyme”) and Solazyme Roquette Nutritionals, LLC, a Delaware limited liability company (the “Company”). Solazyme and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED SOLAZYME DEVELOPMENT AGREEMENTSolazyme Development Agreement • March 15th, 2016 • Solazyme Inc • Industrial organic chemicals • New York
This Amended and Restated Solazyme Development Agreement (“Agreement”) is entered into as of October 27, 2015 (the “Effective Date”), by and among Solazyme Bunge Renewable Oils Coöperatief U.A., a Netherlands Cooperative with a place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (the “Company”), and Solazyme Bunge Produtos Renováveis Ltda., a Brazilian limitada with a principal place of business at Fazenda Moema, s/n, Zona Rural, Orindiúva, São Paulo, 15480-000, Brazil (“SB Oils”, together with the Company, the “JV Companies”); Solazyme, Inc., a Delaware company with a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme, Inc.”), and Solazyme Brasil Óleos Renováveis e Bioprodutos Ltda., a Brazilian limitada with a principal place of business at Rua Diogo Moreira, 185, 4th floor unit 41, São Paulo/SP, Brazil (“Solazyme Brazil”, and collectively with Solazyme, Inc. and its Affiliates, the “Solazyme Group”).
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • April 1st, 2011 • Solazyme Inc • Industrial organic chemicals
This Joint Development Agreement (“JDA”) is between Solazyme, Inc., a Delaware corporation (hereinafter referred to as “Solazyme”), having a principal place of business at 225 Gateway Boulevard, South San Francisco, California 94080, and The Dow Chemical Company, a Delaware corporation (hereinafter referred to as “Dow”), having an office at 2301 N. Brazosport Blvd., Building B-1211, Freeport, Texas 77541-3257. Certain terms used in this JDA are defined in Article 11.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 2011 • Solazyme Inc • Industrial organic chemicals • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 11, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SOLAZYME, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
CONSULTING AGREEMENTConsulting Agreement • November 6th, 2013 • Solazyme Inc • Industrial organic chemicals • California
THIS AGREEMENT (“Agreement”), effective as of September 30, 2013 (the “Effective Date”), is by and between Harrison Dillon, having a mailing address of (“Consultant”), and Solazyme, Inc., a Delaware corporation having a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (the “Company” and together with “Consultant” may be collectively referred to hereunder as the “Parties”).
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • March 11th, 2011 • Solazyme Inc • Illinois
THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is entered as of March 9, 2011, by and between Solazyme, Inc., a Delaware corporation (“Purchaser”) and PMP Fermentation Products, Inc. (“Seller”) for the purchase of the later described real property.
ContractSolazyme Inc • March 11th, 2011 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT TO SUBLEASESolazyme Inc • March 11th, 2011
This FIRST AMENDMENT TO SUBLEASE (“First Amendment”) is effective as of January 29, 2010 (“Effective Date”), by and between FibroGen, Inc., a Delaware Corporation (“FibroGen”), and Solazyme, Inc., a Delaware corporation (“Solazyme”).
STOCK AND ASSET PURCHASE AGREEMENT dated as of August 1, 2017 between CORBION N.V. as the “Buyer” AND TERRAVIA HOLDINGS, INC., SOLAZYME MANUFACTURING 1, LLC as the “Sellers”Stock and Asset Purchase Agreement • August 2nd, 2017 • TerraVia Holdings, Inc. • Industrial organic chemicals • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 1, 2017 between Corbion N.V., a Netherlands company (“Buyer”), and TerraVia Holdings, Inc., a Delaware corporation and Solazyme Manufacturing 1 LLC, a Delaware limited liability company (each a “Seller” and, collectively, the “Sellers”).
AMENDMENT NO. 2 TO SUBLEASESolazyme Inc • March 11th, 2011
THIS AMENDMENT NO. 2 (the “Second Amendment”) is effective as of June 1, 2010 (the “Second Amendment Effective Date”) by and between Solazyme (“Solazyme”) and FibroGen, Inc. (“FibroGen”). This Second Amendment amends the Sublease entered into by and between Solazyme and FibroGen on December 31, 2009 (the “Sublease”), as amended pursuant to the First Amendment on January 29, 2010 (the “Prior Amendment”). The Sublease, the Prior Amendment and this Second Amendment are collectively, the “Agreement”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2014 • Solazyme Inc • Industrial organic chemicals
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 31, 2014 (“Effective Date”), by and between HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association (“HSBC”) and SOLAZYME, INC., a Delaware corporation (“Borrower”).
AMENDMENT NO. 1 TO WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF SOLAZYME, INC.Solazyme Inc • November 8th, 2011 • Industrial organic chemicals
THIS AMENDMENT NO. 1 TO WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF SOLAZYME, INC. (the “Amendment”) is made and entered into as of August 5, 2011 (the “Amendment Effective Date”), by and between Solazyme, Inc., a Delaware corporation located at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme”) and Bunge Limited, a Delaware corporation located at 50 Main Street, White Plains, NY 10606 (“Bunge”).
ASSISTANCE AGREEMENTAssistance Agreement • April 13th, 2011 • Solazyme Inc • Industrial organic chemicals
CONTRIBUTION AGREEMENT dated as of August 2, 2016 between TCP ALGENIST LLC, ALGENIST HOLDINGS, INC., and TERRAVIA HOLDINGS, INC.Contribution Agreement • November 4th, 2016 • TerraVia Holdings, Inc. • Industrial organic chemicals • New York
AGREEMENT (this “Agreement”) dated as of August 2, 2016 between TCP Algenist LLC, a Delaware limited liability company (“Buyer”), Algenist Holdings, Inc., a Delaware corporation (“the Company”) and TerraVia Holdings, Inc., a Delaware corporation (“Seller”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2013 • Solazyme Inc • Industrial organic chemicals
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of October 2011, by and between Silicon Valley Bank (“Bank”) and Solazyme, Inc., a Delaware corporation (“Borrower”).
SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 10th, 2017 • TerraVia Holdings, Inc. • Industrial organic chemicals • New York
This SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT is entered into as of August 8, 2017, among TERRAVIA HOLDINGS, INC., a Delaware corporation (as borrower and as a debtor and debtor in possession in the Chapter 11 Cases (as defined below), the “Borrower”), the Guarantors (as defined below), the DIP Lenders (as defined below) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent (in either such capacity, together with its successors and permitted assigns, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2016 • Solazyme Inc • Industrial organic chemicals • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the date set forth on the Company signature page hereto, among Solazyme, Inc., a Delaware corporation (the “Company”), and each signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 2nd, 2017 • TerraVia Holdings, Inc. • Industrial organic chemicals • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 28, 2017 (this “Supplemental Indenture”), among TerraVia Holdings, Inc. (f/k/a Solazyme, Inc.) (the “Issuer”) and Wells Fargo Bank, National Association, as resigning trustee, registrar, custodian, conversion agent and paying agent (the “Resigning Trustee”).
SOLAZYME INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 13th, 2013 • Solazyme Inc • Industrial organic chemicals
FORM OF STANDSTILL AGREEMENTForm of Standstill Agreement • May 6th, 2016 • Solazyme Inc • Industrial organic chemicals • Delaware
This STANDSTILL AGREEMENT (this “Agreement”) dated as of [], 2016 is between Solazyme, Inc., a Delaware corporation (the “Company”), and [name of Investor], a [__________] (“Stockholder” or “Purchaser”).
BNDES [Decal of the 4th Registry of Deeds and Documents of Rio de Janeiro (RTD- RJ) No. 932550 and bar code]Bndes • August 7th, 2013 • Solazyme Inc • Industrial organic chemicals
[Stamp of the 4th Registry of Deeds and Documents of Rio de Janeiro (RTD-RJ) with signature of Marcelino Silva – 93580 stating that a copy of the document is available in CD-R format]
SOLAZYME, INC. STOCK OPTION AGREEMENTEquity Incentive Plan • March 15th, 2012 • Solazyme Inc • Industrial organic chemicals
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, SOLAZYME, INC. (the “Company”) has granted you an option under its 2011 EQUITY INCENTIVE PLAN (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 6th, 2013 • Solazyme Inc • Industrial organic chemicals • California
In consideration for the mutual promises and consideration provided both herein and in the Transition Agreement and Release signed September 5, 2013 (the “Transition Agreement”) between Harrison Dillon (the “Employee”) and Solazyme, Inc. (“Solazyme”) (collectively the “Parties”), the Parties hereby extend by this Separation and Release Agreement (the “Separation Agreement”) the release and waiver provisions therein to any and all claims that may have arisen between the execution date of the Transition Agreement and the Effective Date of this Separation Agreement, and to add such releases and waivers as provided herein, expressly including but not limited to a waiver of any federal age related claims under the ADEA.
AMENDED AND RESTATED JOINT VENTURE AGREEMENTJoint Venture Agreement • March 15th, 2016 • Solazyme Inc • Industrial organic chemicals • New York
This Amended and Restated Joint Venture Agreement (“Agreement”) is entered into as of October 27, 2015 (the “Effective Date”), by and among, Bunge Global Innovation, LLC, a Delaware limited liability company, with a place of business at 50 Main Street, White Plains, NY 10606 (“BGI”), Bunge Coöperatief UA, a Dutch cooperative, with a principal place of business at Weena 320, 3012 NJ, Rotterdam, The Netherlands (“Bunge Netherlands”), and Bunge Açúcar Bioenergia Ltda., a Brazilian limitada, with a principal place of business at Rua Diogo Moreira, 184, 10th floor, São Paulo/SP, Brazil (“Bunge Brazil”, together with BGI, Bunge Netherlands and its Affiliates, collectively, the “Bunge Group”); Solazyme, Inc., a Delaware company with a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme, Inc.”) and Solazyme Brasil Óleos Renováveis e Bioprodutos Ltda., a Brazilian limitada with a principal place of business at Rua Diogo Moreira, 185, 4th floor unit 41,
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2016 • TerraVia Holdings, Inc. • Industrial organic chemicals • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 28, 2016 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TERRAVIA HOLDINGS, INC., a Delaware corporation, formerly known as Solazyme, Inc. (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
