8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2017

TerraVia Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35189		33-1077078
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
225 Gateway Boulevard
South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 780-4777

Not Applicable

(Former name or former address, if changed since last report.)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

Item 7.01 Regulation FD Disclosure.

On August 16, 2017, TerraVia Holdings, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed their initial unaudited Operating Report (the “Initial Operating Report”), with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (jointly administered proceedings, In re TerraVia Holdings, Inc., et. al., Case Number 17-11655). Copies of this report are contained in the attached Exhibit 99.1 and are incorporated herein by reference. This Current Report on Form 8-K (including the Exhibits hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed herein.

Cautionary Statements Regarding Financial and Other Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Initial Operating Report, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Initial Operating Report has been prepared solely for the purpose of complying with the reporting requirements of, and is in a format acceptable to, the Bankruptcy Court. The Initial Operating Report is limited in scope and only covers a limited time period.

The financial statements in the Initial Operating Report were not audited or reviewed by independent accountants and were not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Initial Operating Report presents condensed financial information of the Debtors.

There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Initial Operating Report is complete. The Initial Operating Report may be subject to future adjustment and reconciliation. The Initial Operating Report also contains information for periods that are shorter or otherwise different from those required in reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Initial Operating Report should not be viewed as indicative of future results.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation: (i) the ability of the Company to develop, prosecute, confirm, and consummate its plan of liquidation with respect to the Company’s chapter 11 proceedings or any other plan of liquidation; (ii) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Company’s chapter 11 proceedings; (iii) risks associated with third parties seeking and obtaining Bankruptcy Court approval for the appointment of a chapter 11 trustee; and (iv) the potential adverse impact of the Company’s chapter 11 proceedings on the Company’s liquidity or results. This list is not intended to be exhaustive.

The Company’s informational filings with the Bankruptcy Court, including the Initial Operating Report and additional information about the Debtors’ filing under chapter 11 of title 11 of the United States Code, are available to the public at the office of the Clerk of the Bankruptcy Court, 824 North Market St., 3^rd Floor, Wilmington, DE, 19801. Such informational filings may be available electronically, for a fee, through the Bankruptcy Court’s internet world wide web site

(www.deb.uscourts.gov), and/or free of cost, at a world wide web site maintained by the Debtors' Bankruptcy Court-approved noticing agent (www.kccllc.net/TerraVia).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation
10.2	Amended and Restated Loan and Security Agreement dated as of May 2, 2017, by and between Silicon Valley Bank and TerraVia Holdings, Inc.
10.3	First Amendment to Lease entered into as of May 9, 2017, by and between Britannia Gateway II Limited Partnership and TerraVia Holdings, Inc.
99.1	TerraVia Holdings, Inc. Initial Operating Report, filed with the United States Bankruptcy Court for the District of Delaware on August 16, 2017

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.

	TerraVia Holdings, Inc.
Date: August 29, 2017	By:	/s/ Tyler Painter
		Tyler Painter
		COO and CFO

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation
10.2	Amended and Restated Loan and Security Agreement dated as of May 2, 2017, by and between Silicon Valley Bank and TerraVia Holdings, Inc.
10.3	First Amendment to Lease entered into as of May 9, 2017, by and between Britannia Gateway II Limited Partnership and TerraVia Holdings, Inc.
99.1	TerraVia Holdings, Inc. Initial Operating Report, filed with the United States Bankruptcy Court for the District of Delaware on August 16, 2017

EX-3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TERRAVIA HOLDINGS, INC.

The undersigned, Apu S. Mody, hereby certifies that:

ONE: He is the duly elected and acting Chief Executive Officer of TerraVia Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware.

TWO: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 31, 2003, was amended and restated on December 12, 2005, February 8, 2007, July 31, 2008, May 19, 2010 and June 1, 2011, and was further amended on May 9, 2016 and June 9, 2016.

THREE: The amendment to the Amended and Restated Certificate of Incorporation set forth below has been duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware. The text of the first paragraph of ARTICLE IV of the Amended and Restated Certificate of Incorporation is hereby amended and restated as follows:

The total number of shares of stock that the Corporation shall have authority to issue is 342,500,000, consisting of 337,500,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 31st day of May, 2017.

By:	/s/ APU S. MODY
	Authorized Officer
Title:	Chief Executive Officer
Name:	Apu S. Mody

EX-10.2

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of May 2, 2017 (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.

RECITALS

A.Bank and Borrower entered into that certain Loan and Security Agreement dated as of June 28, 2016 (as the same has been amended, modified, supplemented, renewed, or otherwise modified, from to time, the "Prior Loan Agreement"). Pursuant to the Prior Loan Agreement, Bank agreed to issue one or more Letters of Credit for the account of Borrower.

A.Borrower has requested, and Bank has agreed, that Bank replace, amend and restate the Prior Loan Agreement in its entirety pursuant to this Agreement.

AGREEMENT

The parties hereby agree that the Prior Loan Agreement is hereby amended, restated, and replaced in its entirety as follows:

1.ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2. LOAN AND TERMS OF PAYMENT

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1 Letters of Credit

(a)From the Effective Date until the Letter of Credit Expiration Date, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower's account, including, without limitation, the Outstanding Letter of Credit. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed Twelve Million Nine Hundred Dollars ($12,900,000). If at any time the aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) exceeds Twelve Million Nine Hundred Dollars ($12,900,000) then Borrower shall immediately provide to Bank cash collateral in the amount of such excess.

(a)In no event shall any Letter of Credit have an expiration date after the Letter of Credit Expiration Date. If, on the Letter of Credit Expiration Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to the sum of (y) 110% of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its commercially reasonable business judgment), plus (z) not less than Five Million Dollars ($5,000,000) in a demand deposit account in the name of Borrower maintained with Bank, to secure all of the Obligations relating to said Letters of Credit.

(b)To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank may create a reserve (the "Letter of Credit Reserve") in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The availability of Letters of Credit shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

(c)All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank's standard Application and Letter of Credit Agreement (the "Letter of Credit Application"). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guaranteed by Bank and opened for Borrower's account or by Bank's interpretations of any Letter of Credit issued by Bank for Borrower's account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower's instructions in good faith or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

(d)The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

(e)Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as a Credit Extension to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).

2.2 Payment of Interest on the Credit Extensions.

(a)Interest Rate. If a demand for payment is made under any Letter of Credit the principal amount paid by Bank shall accrue interest at a floating per annum rate equal to two percentage points (2.0%) above the Prime Rate, which interest shall be payable on demand.

(b)Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is four percentage points (4.0%) above the rate that is otherwise applicable thereto (the "Default Rate") unless Bank otherwise elects from time to time in its sole discretion to impose a smaller increase. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.2(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

(c)Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

(d)Payment; Interest Computation. Principal and interest on any amounts advanced by the Bank under any Letter of Credit are payable on demand and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.

2.3 Fees.    In addition to any fees paid to Bank in connection with the Prior Loan Agreement, Borrower shall pay to Bank

(a)Letter of Credit Fee. Bank's customary fees and expenses for the issuance or renewal of Letters of Credit , including, without limitation, a letter of credit fee of one percent (1.00%) per annum of the Dollar Equivalent of the face amount of each Letter of Credit issued, upon the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank; and

(b)Bank Expenses. All Bank Expenses (including reasonable attorneys' fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).

(c)Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank's obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.3 pursuant to the terms of Section 2.4(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.3 within one (I) Business Day of such deduction.

2.4 Payments; Application of Payments; Debit of Accounts.

(a)All payments to be made by Borrower under any Loan Document shall be made m immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b)Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(c)Bank may debit any of Borrower's deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

2.5Withholding. Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (including any interest, additions to tax or penalties applicable thereto), except as required by a Requirement of Law or FATCA. Specifically, however, if at any time any Requirement of Law or FATCA requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to Bank, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. Notwithstanding anything herein to the contrary, this Section 2.5 shall not apply to (i) taxes imposed on, or measured by, the recipient's net income (however measured), branch profits taxes and franchise taxes imposed in lieu of net income taxes, (ii) taxes imposed solely as a result of the Bank's activities or place of incorporation or formation in, or other present or former connection to, such jurisdiction,

(iii) U.S. federal withholding taxes imposed pursuant to a law in effect on the date on which Bank changes its lending office, except to the extent that, pursuant to this Section 2.5 amounts with respect to such taxes were payable to Bank immediately before it changed its lending office, (iv) taxes attributable to Bank's failure to comply with Section 2.6, and (v) taxes imposed on any "withholdable payment" payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA. The agreements and obligations of Borrower contained in this Section 2.5 shall survive the termination of this Agreement.

2.6Tax Forms. Tax Forms. Bank shall deliver on the date hereof an IRS Form W-9. In addition, if after the date hereof, the applicable Lender is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Agreement, it shall deliver to Borrower, at the time or times reasonably requested, such properly completed and executed documentation reasonably requested as will permit such payments to be made without withholding or at a reduced rate of withholding.

3. CLOSING CONDITIONS

3.1Conditions Precedent to Effectiveness. This Agreement shall be effective on the first date on which Bank and its counsel shall have received, in form and substance satisfactory to Bank, the following:

(a)duly executed original signatures to the Loan Documents;

(b)payment of the fees and Bank Expenses then due as specified m Section 2.3 hereof.

3.2Conditions Precedent to all Letters of Credit. Bank's obligations to issue any Letter of Credit, including the initial Credit Extension, is subject to the following conditions precedent:

(a)timely receipt of an executed Letter of Credit Application acceptable to Bank;

(b)evidence satisfactory to Bank that Borrower is in compliance with the terms of Section 6.5 of this Agreement;

(c)the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date each Letter of Credit is issued; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower's representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(d)Bank determines in the exercise of its reasonable discretion that there has not been a Material Adverse Change.

3.3Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower's obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank's sole discretion.

4. CREATION OF SECURITY INTEREST.

4.1Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds thereof.

Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein.

If this Agreement is terminated, Bank's Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank's obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any.

4.2Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral.

4.3Authorization to File Financing Statements. Borrower hereby authorizes Bank to file UCC financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank's interest or rights in the Collateral.

5. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business. In connection with the Prior Loan Agreement, Borrower has delivered to Bank, on or prior to the Effective Date (as defined in the Prior Loan Agreement), a completed certificate signed by Borrower, entitled "Perfection Certificate". Borrower represents and warrants to Bank that on the Effective Date and on the date of each Credit Extension (a) Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's place of business, or, if more than one, its chief executive office as well as Borrower's mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected,

(iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any

Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound where any such conflict, contravention, default or breach could individually or in the aggregate reasonably be expected to have a material adverse effect on the business of Borrower and its consolidated Subsidiaries, taken as a whole. Other than as disclosed to Bank prior to Effective Date, Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on the business of Borrower and its consolidated Subsidiaries, taken as a whole.

5.2Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens.

5.3Litigation. Except as set forth in the Perfection Certificate, there are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries that in the reasonable judgment of Borrower could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than, individually or in the aggregate, Two Million Dollars ($2,000,000).

5.4Financial Statements; Financial Condition. All consolidated financial statements for Borrower and its Subsidiaries delivered to Bank fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material adverse change in the consolidated financial condition or business of Borrower and its consolidated Subsidiaries, taken as a whole, since the date of the most recent financial statements submitted to Bank.

5.5Solvency. Except for the possible effects of defaults that have been disclosed to Bank, Borrower is not left with unreasonably small capital after the transactions in this Agreement.

5.6Regulatory Compliance. Borrower is not an "investment company" or a company "controlled" by an "investment company" under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on the business of Borrower and its consolidated Subsidiaries taken as a whole. None of Borrower's or any of its Subsidiaries' properties or assets has been used by Borrower or any Subsidiary in disposing, producing, storing, treating, or transporting any hazardous substance, other than legally, which could reasonably be expected to have a material adverse effect on the business of Borrower and its Subsidiaries, taken as a whole. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted.

5.7Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Million Dollars ($1,000,000).

To the extent Borrower defers payment of any contested taxes in excess of One Million Dollars ($1,000,000), Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of One Million Dollars ($1,000,000).

5.8Use of Proceeds. Borrower shall use the Credit Extensions solely to issue Letters of Credit and not for personal, family, household or agricultural purposes.

5.9Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being understood and agreed by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.10Definition of "Knowledge." For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower's knowledge or awareness, to the "best of' Borrower's knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.

6. AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1Government Compliance.

(a)Maintain its and all its Subsidiaries' legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the business or operations of Borrower and its consolidated Subsidiaries, taken as a whole. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on the business of Borrower and its consolidated Subsidiaries, taken as a whole.

(b)Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of the Collateral. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.

6.2 Financial Statements, Reports, Certificates. Provide Bank with the following:

(a)Quarterly Financial Statements. As soon as available, but no later than fifteen (15) days after the deadline for filing, copies of all quarterly financial statements and reports, filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be (the "Quarterly Financial Statements");

(b)Monthly Compliance Certificate. Within fifteen (15) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms of this Agreement (or, if not, specifying any noncompliance), and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request;

(c)Annual Audited Financial Statements. As soon as available, but no later than fifteen (15) days after the deadline for filing, copies of all annual financial statements and reports, filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be (the "Annual Financial Statements");

(d)Form 8-Ks. Within five (5) days of filing by Borrower with the SEC, any Governmental

Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, copies of all Form 8-K statements which relate to any Subordinated Debt;

(e)SEC Filings. Within fifteen (15) days of after the deadline for filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered by Borrower on the date on which Borrower posts such documents, or provides a link thereto, on Borrower's website on the Internet, at Borrower's website address. As to any information contained in the materials furnished pursuant to this clause (e), or otherwise provided on the Borrower's website on the internet Borrower shall not be required separately to furnish such information under clauses (a) and (c), but such items shall be deemed to have been delivered to Bank pursuant to this Agreement, provided, however, the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and materials described in such clauses (a) and (c) at the times specified therein.

(f)Legal Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that in the reasonable judgment of Borrower could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Million Dollars ($2,000,000) or more

(g)Banco Nacional Guaranty. Prompt notice of the occurrence of any event which permits the holder of the Banco Nacional Guaranty to demand payment or accelerate Borrower's Contingent Obligations under the Banco National Guaranty.

6.3Taxes; Pensions. Timely file all required material tax returns and reports and timely pay all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except where the failure to do so would not reasonably be expected to have a material adverse effect on the financial condition or business of Borrower and its consolidated Subsidiaries, taken as a whole, and so long as Borrower posts bonds or takes any other steps required to prevent a Governmental Authority levying any contested taxes from obtaining a Lien upon any of the Collateral, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, except to the extent the failure to so pay could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency in the aggregate in excess of Five Hundred Thousand Dollars ($500,000).

6.4Insurance. Keep its business insured for risks and in amounts standard for companies in Borrower's industry and location. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower.

6.5Financial Covenants. (a) Maintain at all times in the restricted collateral account maintained with Bank, available balances of not less than the sum of one hundred ten percent (110%) of the Dollar Equivalent of the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) and (b) maintain at all times in the Designated Deposit Account not less than Five Million Dollars ($5,000,000).

6.6Future Letters of Credit and Foreign Exchange. Utilize Bank and its Affiliates as the primary issuer and processor of all standby and commercial letters of credit and afford Bank the opportunity to bid on all foreign exchange transactions which involve Borrower.

6.7Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers and employees and Borrower's books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.8Books and Records. Allow Bank, or its agents, to audit and copy Borrower's Books, provided that so long as no Event of Default has occurred and continuing, such inspections and audits shall not occur more frequently than one time in any twelve (12) month period and Bank shall provide Borrower with not less than three (3) Business Days' prior notice of any such inspection. The foregoing inspections and audits shall be at Borrower's expense, and the charge therefor shall be $1,000 per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same), plus reasonable out-of-pocket expenses.

6.9Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank's Lien in the Collateral or to effect the purposes of this Agreement.

7. NEGATIVE COVENANTS

Borrower shall not do any of the following without Bank's prior written consent:

7.1Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, "Transfer"), or permit any of its Subsidiaries to Transfer, all or any part of the Collateral.

7.2Changes in Business Locations. (a) Liquidate or dissolve, except in the case of Subsidiaries; or (b) permit or suffer any Change in Control.

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (I) change its jurisdiction of organization, (2) change its organizational structure or type, (3) change its legal name, or (4) change any organizational number assigned by its jurisdiction of organization.

7.3Encumbrance. Create, incur, allow, or suffer any Lien on any of the Collateral, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of the Collateral.

7.4Compliance. Become an "investment company" or a company controlled by an "investment company", under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; (a) fail to meet the minimum funding requirements of ERISA, (b) permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur, or (c) fail to comply with the Federal Fair Labor Standards Act, the occurrence of any of the conditions described in clauses (a)through (c) which could reasonably be expected to have a material adverse effect on the business of the Borrower and its consolidated Subsidiaries, taken as a whole; or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on the business of Borrower and its consolidated Subsidiaries, taken as a whole, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency in the aggregate in excess of Five Million Dollars ($5,000,000).

8. EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an "Event of Default") under this Agreement:

8.1Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due

and payable. During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2 Covenant Default.

(a)Borrower violates any covenant in Section 7;

(b)Borrower fails or neglects to perform any obligations in Section 6.5 within three (3) Business Days of when due,

(c)Borrower fails or neglects to perform any obligations in Sections 6.2, 6.3,

6.4 or 6.8 within five (5) days of when due, or

(d)Borrower fails or neglects to perform, keep, or observe any other term, prov1s10n, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten ( I 0) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above;

8.3Attachment; Levy; Restraint on Business.

(a)(i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary) in excess of One Million Dollars ($1,000,000), or (ii) a notice of lien or levy is filed against any the Collateral by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

(b)(i) any material portion of Borrower's assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business;

8.4Insolvency. (a) Borrower fails to be solvent as described under Section 5.5 hereof; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and is not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

8.5Banco Nacional Guaranty. The occurrence of any event which permits the holder of the Banco Nacional Guaranty to demand payment or accelerate Borrower's Contingent Obligations under the Banco National Guaranty.

8.6Judgments; Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually or in the aggregate, in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) (not covered by independent third­-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty,

judgment, order or decree);

8.7Misrepresentations. Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing or electronic materials, including without limitation, filings made with the SEC that are required to be provided to Bank pursuant to Section 6.2 of this Agreement, delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

9. BANK'S RIGHTS AND REMEDIES

9.1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following:

(a)declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.4 occurs all Obligations are immediately due and payable without any action by Bank);

(b)stop advancing money or extending credit for Borrower's benefit under this Agreement or under any other agreement between Borrower and Bank;

(c)make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Bank may take and maintain possession of any part of the Collateral, and Bank may pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred;

(d)apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(e)place a "hold" on any account maintained with Bank that contains Collateral and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(f)exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof); and

(g)transfer cash held in the Designated Deposit Account pursuant to Section 6.5(b) of this Agreement in an amount necessary when added to the cash held in the restricted account maintained with Bank pursuant to Section 6.5(a) equal to 125% of the Dollar Equivalent of the then outstanding Obligations, including, the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), into one or more restricted or blocked accounts maintained with Bank.

9.2Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower's name on any checks or other forms of payment or security;

(b) sign Borrower's name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower's insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer 'the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower's name on any documents necessary to perfect or continue the perfection of Bank's security interest in the Collateral until all Obligations have been satisfied in full (other than inchoate indemnity obligations) and Bank is under no further obligation to make Credit Extensions hereunder. Bank's foregoing

appointment as Borrower's attorney in fact, and all of Bank's rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed (other than inchoate indemnity obligations) and Bank's obligation to provide Credit Extensions terminates.

9.3Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in good faith, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

9.4Bank's Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; or (b) any diminution in the value of the Collateral. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.5No Waiver; Remedies Cumulative. Bank's failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank's rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank's exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank's waiver of any Event of Default is not a continuing waiver. Bank's delay in exercising any remedy is not a waiver, election, or acquiescence.

9.6Demand Waiver. Bo1TOwer waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10. NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested , with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number , or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:

TerraVia Holdings, Inc. 225 Gateway Blvd.

South San Francisco, California 94080 Attn:Chief Financial Officer

Fax:650-989-6700

Email: info@terravia.com

If to Bank:

Silicon Valley Bank

555 Mission Street, Suite 900 San Francisco, California 94105

Attn: Mona Maitra , Vice President - Energy &_Resource Innovation

Email: mmaitra@svb.com

11.CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE

Except as otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or ce1iified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower's actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES' AGREEMENT

TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. .The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure

§ 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

This Section 11 shall survive the termination of this Agreement.

12. GENERAL PROVISIONS

12.1Termination Prior to Letter of Credit Expiration Date; Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Letter of Credit Expiration Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this Agreement as surviving this Agreement's termination shall continue to survive notwithstanding this Agreement's termination.

12.2Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank's prior written consent (which may be granted or withheld in Bank's discretion). Bank has the right, without the consent but with prompt notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank's obligations, rights, and benefits under this Agreement and the other Loan Documents. Notwithstanding the foregoing, prior to the occurrence of an Event of Default, Bank shall not assign any interest in the Loan Documents to an operating company which is also a direct competitor of Borrower and, if any such assignment is made after an Event of Default, will provide Borrower with prompt notice of any such assignment. No transferee or assignee shall be entitled to receive any greater payment under Section 2.5 with respect to any transferred interest than the assignor or transferor would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the transferee or assignee acquired the applicable interest.

12.3 Indemnification.

(a)General Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an "Indemnified Person") harmless against: (i) all obligations, demands, claims, and liabilities (collectively, "Claims") claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys' fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person's gross negligence or willful misconduct.

(b)Judgment Currency; Currency Indemnification. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures Bank could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of Borrower with respect to any such sum due from it to Bank hereunder or under any other Loan Document shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by Bank of any sum adjudged to be so due in the Judgment Currency, Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so

purchased is less than the sum originally due to Bank from Borrower in the Agreement Currency, Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify Bank against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to Bank in such currency, Bank agrees to return the amount of any excess to Borrower (or to any other Person who may be entitled thereto under applicable law).

This Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run.

This Section 12.3 shall not apply with respect to taxes, other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim. For the avoidance of doubt, this Section 12.3 shall not limit the application of Section 2.5.

12.4Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

12.5Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.6Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten.(10) days to object to such correction. In the event of such objection, such correction shall not be made except by an amendment signed by both Bank and Borrower.

12.7Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

12.8Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

12.9Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank's Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, "Bank Entities") provided that such Subsidiaries or Affiliates shall be required to keep such information confidential in accordance with the terms hereof; (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee's or purchaser's agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank's regulators or as otherwise required in connection with Bank's examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank's possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not

know that the third party is prohibited from disclosing the information.

Bank Entities may use the confidential information for reporting purposes and the development and distribution of databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

12.10Attorneys' Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

12.11Electronic Execution of Documents. The words "execution," "signed," "signature" and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

12.12Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.13Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

12.14Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm's-length contract.

12.15Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

12.16Senior Debt. All Obligations now or hereafter under this Agreement and the Loan Documents constitute Senior Debt for purposes of the Indenture.

12.17Transitional Arrangements. On the Effective Date, this Agreement shall amend, restate and replace the Prior Loan Agreement in its entirety, except as provided in this Section. On the Effective Date, the rights and obligations of the parties evidenced by the Prior Loan Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security interest in the Collateral by the Borrower under the Prior Loan Agreement and the other "Loan Documents" (as defined in the Prior Loan Agreement) shall continue under this Agreement and the other Loan Documents, and such security interest and any other rights and obligations which by their express terms survive the termination of the Loan Documents (as defined in the Prior Loan Agreement) shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loan Documents. All references to the Prior Loan Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof as amended, restated, or otherwise modified from time to time.

13. DEFINITIONS

13.1Definitions. As used in the Loan Documents, the word "shall" is mandatory, the word "may" is

permissive, the word "or" is not exclusive, the words "includes" and "including" are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings:

"Account" is any "account" as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

"Account Debtor" is any "account debtor" as defined in the Code with such additions to such term as may hereafter be made.

"Affiliate" is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person's senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person's managers and members.

"Agreement" is defined in the preamble hereof.

"Agreement Currency" is defined in Section 12.3.

"Banco Nacional Guaranty" means any guarantee now or hereafter entered into by Borrower in favor of Banco Nacional de Desenvilvimento Economomico e Social in connection with a credit facility being made to Solazyme Bunge Produtos Renovaveis Ltda., provided however, that the maximum liability of Borrower under such guarantee cannot at any time exceed the Banco Nacional Guaranty Cap.

"Banco Nacional Guaranty Cap" means an amount equal to 35.71% of R$245,699,000 plus other amounts due under the Banco Nacional Guaranty as set forth in the definition of Guaranteed Obligations set forth therein.

"Bank" is defined in the preamble hereof.

"Bank Entities" is defined in Section 12.9.

"Bank Expenses" are all audit fees and expenses, costs, and expenses (including reasonable attorneys' fees and expenses) of Bank for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

"Bank Services" are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank's various agreements related thereto (each, a "Bank Services Agreement").

"Borrower" is defined in the preamble hereof.

"Borrower's Books" are all Borrower's books and records including ledgers, federal and state tax returns, records regarding Borrower's assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

"Business Day" is any day that is not a Saturday, Sunday or a day on which Bank is

closed.

"Change in Control" means the occurrence of, at any time, any "person" or "group" (as such terms are used

in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 40% or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis) (the "Surviving Owner") other than by the sale of Borrower's equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction and the identity and ownership of the Surviving Owner is acceptable to Bank in all material respects in its reasonable discretion .

"Claims" is defined in Section 12.3.

"Code" is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank's Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term "Code" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

"Collateral" is any and all properties, rights and assets of Borrower described on Exhibit A.

"Compliance Certificate" 1s that certain certificate m the form attached hereto as Exhibit B.

"Contingent Obligation" is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any Indebtedness under clauses (a) through (c) of the definition thereof of another Person; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices (in each case, a "Hedging Obligation"); but "Contingent Obligation" does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

"Control Agreement" is any control agreement entered into between Borrower and Bank pursuant to which Bank obtains control (within the meaning of the Code) over any Deposit Account maintained at Bank.

"Credit Extension" is any Letter of Credit, or any other extension of credit by Bank for Borrower's benefit.

"Default Rate" is defined in Section 2.2(b).

"Deposit Account" is any "deposit account" as defined in the Code with such additions to such term as may hereafter be made.

"Designated Deposit Account” is Borrower’s deposit account, account number , maintained with Bank.

"Dollars," "dollars" or use of the sign"$" means only lawful money of the United States and not any other currency, regardless of whether that currency uses the "$" sign to denote its currency or may be readily converted into lawful money of the United States.

"Dollar Equivalent" is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

"Effective Date" is defined in the preamble hereof.

"ERISA" is the Employee Retirement Income Security Act of 1974, and its regulations.

"Event of Default" is defined in Section 8.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

"Foreign Currency" means lawful money of a country other than the United States.

"GAAP" is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

"Governmental Approval" is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

"Governmental Authority" is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pe1iaining to government, any securities exchange and any self-regulatory organization.

"Hedging Obligation" is defined in the definition of "Contingent Obligation."

"Indebtedness" is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit,

(b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

"Indemnified Person" is defined in Section 12.3.

"Indenture" means (a) that certain Indenture dated as of January 24, 2013 by and between Borrower and Wells Fargo Bank, National Association, as trustee, in connection with Borrower's 6% convertible Senior Subordinated Notes due 2018 and (b) that certain Indenture dated as of April 1, 2014 between Borrower and Wells Fargo Bank, National Association, as trustee in connection with Borrower's 5% conve1iible Senior Subordinated Noted due 2019.

"Insolvency Proceeding" is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions,

extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

"Judgment Currency" is defined in Section 12.3.

"Letter of Credit" means a standby letter of credit issued by Bank based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set forth m Section 2.1.1, including without limitation the Outstanding Letter of Credit.

"Letter of Credit Application" is defined in Section 2.1.1.

"Letter of Credit Expiration Date" is July 19, 2019.

"Letter of Credit Reserve" has the meaning set forth in Section 2.1.1(c).

"Lien" is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

"Loan Documents" are, collectively, this Agreement, and any other documents related to this Agreement, any Bank Services Agreement, any note, or notes or guaranties executed by Borrower, and any other present or future agreement by Borrower with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified.

"Obligations" are Borrower's obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower's duties under the Loan Documents.

"Outstanding Letter of Credit" means that certain irrevocable standby Letter of Credit number SVBSF010920 issued by Bank in the amount of 35,356,000 Brazilian Reals in favor of ltau Unibanco S.A.

"Perfection Certificate" is defined in Section 5.1.

"Person" is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

"Prime Rate" is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the "prime rate" then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the "Prime Rate" shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors).

"Prior Loan Agreement" is defined in the recitals to this Agreement.

"Quarterly Financial Statements" is defined in Section 6.2(a).

"Registered Organization" is any "registered organization" as defined in the Code with such additions to such term as may hereafter be made.

"Requirement of Law" is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Responsible Officer" is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

"SEC" shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

"Subordinated Debt" means (i) the Indebtedness existing as of the Effective Date, including any refinancing or replacement of such Indebtedness, provided that the principal amount of such Indebtedness is not increased in excess of the principal amount of such Indebtedness as in existence on the Effective Date as a result of any such refinancing or replacement and further provided that the subordination terms thereof are no less favorable to the Bank than those applicable to such Subordinated Debt in existence as of the Effective Date, and (ii) other indebtedness incurred by Borrower subordinated to all of Borrower's now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank in its reasonable discretion.

"Subsidiary" is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.

"Transfer" is defined in Section 7.1.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

TERRAVIA HOLDINGS, INC.

By	/s/ Tyler Painter
Name:	Tyler Painter
Title:	COO/CFO

BANK:

SILICON VALLEY BANK

By	/s/ Mona Maitra
Name:	Mona Maitra
Title:	Vice President

EXHIBIT A

The Collateral consists of all of Borrower's right, title and interest in and to all cash in the following accounts maintained with Bank: (i) restricted collateral account (account number , which shall at all times have unencumbered cash in an amount equal to 110% of the face amount of all outstanding Letters of Credit and (ii) the Designated Deposit Account (account number ), which shall at all times have unencumbered cash in an amount equal to $5,000,000; together with all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements and proceeds of any or all of the foregoing.

EXHIBIT B

COMPLIANCE CERTIFICATE

TO:    SILICON VALLEY BANK

FROM: TERRAVIA HOLDINGS, INC. Date:

The undersigned authorized officer of TERRAVIA HOLDINGS, INC. ("Borrower") ce1iifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement dated as of May _, 2017 between Borrower and Bank (the "Agreement"), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, and (2) there are no Events of Default, continuing as of the date hereof. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under "Complies" column.

Reporting Covenant	Required	Complies
Monthly Compliance Certificate	Monthly within 15 days	Yes No
Quarterly financial statements	Quarterly within 15 days of deadline for filing with SEC	Yes No
Annual financial statement (CPA Audited)+ CC	Annually within 15 days of deadline for filing with SEC	Yes No
Periodic and other reports, proxy statements and other materials filed by Borrower with the SEC	Within 15 days after deadline for filing with SEC	Yes No
Form 8-K with respect to Subordinated Debt	Within 5 days after deadline for filing with SEC	Yes No

Financial Covenant	Required	Actual	Complies
Maintain At All Times:
Available Balances in collateral account	110% of Dollar Equivalent of LC Exposure	%	Yes No
Available Balances in Designated Deposit Account	$5 million	%	Yes No

The financial covenant analyses and information set forth in Schedule 1attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.")

	TERRAVIA HOLDINGS, INC.	BANK USE ONLY
		Received by:
By		AUTHORIZED SIGNER
Name:		Date:
Title:		Verified:
		AUTHORIZED SIGNER
		Date:
		Compliance Status: Yes No

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

Dated:

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

I.    Designated collateral account balance (Section 6.5) Required: 110% of Dollar Equivalent of outstanding Letters of Credit Actual:

A.	Aggregate amount of all outstanding Letters of Credit denominated in Dollars	$
B.	Outstanding Letters of Credit denominated in foreign currency
C.	Dollar Equivalent of line C using month end exchange rate from OANDA.com	$
D.	Aggregate amount of all outstanding Letters of Credit (the sum of A and C)	$
E.	Amount maintained in collateral account	$
F.	Line E divided by line D		%

Is line E equal to or greater than 110%?

No, not in compliance     Yes, in compliance

Is $5,000,000 maintained in the Designated Deposit Account?

No, not in compliance     Yes, in compliance

EX-10.3

FIRST AMENDMENT TO LEASE

This First AMENDMENT TO LEASE ("First Amendment") is made and entered into as of the 9th day of May, 2017, by and between BRITANNIA GATEWAY II LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and TERRAVIA HOLDINGS, INC., a Delaware corporation ("Tenant"). Landlord and Tenant are collectively referred to herein as the "Parties."

R E C I T A L S :

A.Landlord and Tenant (as successor-in-interest to SOLAZYME, INC., a Delaware corporation) are parties to that certain Lease dated July 22, 2014 (the "Lease"), whereby Landlord leases to Tenant and Tenant leases from Landlord approximately 106,076 rentable square feet of space ("RSF") comprised of (i) the entire rentable area of the building located at 201 Gateway Boulevard, South San Francisco, California 94063 (the "201 Building"), containing approximately 41,834 RSF (the "201 Premises"), and (ii) the entire rentable area of the building located at 225 Gateway Boulevard, South San Francisco, California 94063 (the "225 Building"), containing approximately 64,242 RSF (the "225 Premises") (collectively, the "Existing Premises").

B.The Parties desire to enter into this First Amendment for the purpose of (i) reducing the size of the Existing Premises, (ii) extending the term of the Lease with respect to the Remaining Premises only (as defined below), and (iii) otherwise amending the Lease on the terms and conditions set forth in this First Amendment.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Capitalized Terms. All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this First Amendment.

2.Extension of Lease Term. The Parties hereby agree and acknowledge that pursuant to the provisions set forth in the Lease, the Lease Term is currently scheduled to expire on January 31, 2018. Landlord and Tenant hereby agree to extend the Lease Term with respect to the "Remaining Premises" only, as that term is defined in Section 3.2.1 below, for a period of eight (8) years, commencing on February 1, 2018 (the "Extended Term Commencement Date") and continuing through and including January 31, 2026 (such period being referred to herein as the "Extended Term"), on the terms and conditions set forth under the Lease unless sooner terminated as provided in the Lease.

3. Reduction of Premises.

3.1 Reduction of 201 Premises.

3.1.1In General. Landlord and Tenant hereby acknowledge and agree that, on or before January 31, 2018 (referred to herein as the "201 Give-Back Date"), Tenant shall vacate and surrender

and deliver exclusive possession of that certain portion of the 201 Premises consisting of approximately 34,093 rentable square feet of space in the 201 Building, as more particularly set forth on Exhibit A-1attached hereto (the "201 Give-Back Space"), to Landlord in accordance with the terms of the Lease (except as otherwise provided in this First Amendment) and Tenant's lease of the 201 Give-Back Space shall terminate and be of no further force or effect. Accordingly, and conditioned upon the performance by the parties of the provisions of this First Amendment, effective as of the 201 Give-Back Date (i) the 201 Give-Back Space shall no longer be considered a part of the Premises, and Landlord and Tenant shall be relieved of their respective obligations under the Lease with respect to the 201 Give-Back Space, except those obligations under the Lease which relate to the term of Tenant's lease of the 201 Give-Back Space prior to the 201 Give-Back Date and/or which specifically survive the expiration of the Lease, and (ii) the "201 Premises" shall consist only of that portion of the 201 Premises containing approximately 7,741 rentable square feet of space on the first (1st) floor of the 201 Building, as more particularly set forth on Exhibit A-2attached hereto (the "201 Remaining Premises").

3.1.2Representations of Tenant. Tenant represents and warrants to Landlord that with respect to the 201 Give-Back Space (a) Tenant has not heretofore sublet the 201 Give-Back Space nor assigned all or any portion of its interest in the Lease, with respect thereto, except pursuant to sublease agreements which have been previously consented to by Landlord (the “Approved Subleases”) which Approved Subleases shall expire prior to the 201 Give-Back Date, and (b) Tenant has the full right, legal power and actual authority to enter into this First Amendment and to terminate Tenant's lease of the 201 Give-Back Space without the consent of any person, firm or entity. Tenant further represents and warrants to Landlord that as of the date hereof there are no, and as of the 201 Give-Back Date, there shall not be any, mechanics' liens, or other liens encumbering all or any portion of the 201 Give-Back Space, by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.1.2 shall survive the termination of Tenant's lease of the 201 Give-Back Space and Tenant shall be liable to Landlord for any inaccuracies or any breach thereof.

3.1.3Surrender of 201 Give-Back Space. Landlord and Tenant hereby acknowledge and agree that, except as expressly provided in this First Amendment, on or prior to the 201 Give-Back Date, Tenant shall surrender the 201 Give-Back Space to Landlord in accordance with the terms of the Lease (including, without limitation, Article 15 of the Lease), provided that Landlord hereby acknowledges Tenant shall not be required to remove any alterations or improvements in the 201 Give-Back Space, and that all costs of any such removal and of restoration of the premises shall be the responsibility of Landlord. If Tenant fails to surrender and deliver exclusive possession of the Give-Back Space to Landlord on or before the Give-Back Date in accordance with the terms of the Lease, then such failure shall constitute a material default under the Lease. In the event that Tenant has failed to surrender and deliver exclusive possession of the Give-Back Space to Landlord on or before the date which is fifteen (15) days following the 201 Give-Back Date, then at Landlord's election, Tenant shall be deemed to be holding over in the 201 Give-Back Space subject to the terms and provisions of Article 16 of the Lease. Landlord and Tenant hereby expressly acknowledge and agree that nothing contained in the foregoing sentence shall be construed as consent by Landlord to any holding over by Tenant in the 201 Give-Back Space, and Landlord expressly reserves the right to require Tenant to surrender possession of the 201 Give-Back Space to Landlord as provided in this First Amendment upon the 201 Give-Back Date.

3.2 Reduction of 225 Premises.

3.2.1In General. Notwithstanding any contrary provision set forth in the Lease, Landlord shall have the right, in its sole and absolute discretion, to terminate the Lease with respect to that

certain portion of the 225 Premises consisting of approximately 30,010 rentable square feet of space in the 225 Building, as more particularly set forth on Exhibit A-1attached hereto (the "225 Give-Back Space") (which termination may occur in multiple phases, at Landlord's election, pursuant to the terms hereof) upon delivery of one (1) or more written notices (each, a “225 Give-Back Notice”), which 225 Give-Back Notices shall be delivered to Tenant not less than two (2) months prior to the termination date of the Lease with respect to the applicable portion of the 225 Give-Back Space (each, a “225 Give-Back Date” ) identified with specificity (including the applicable square footage) in the corresponding 225 Give Back Notice. Landlord hereby agrees that in no event shall any 225 Give-Back Date occur earlier than June 30, 2017 nor shall the "Final 225 Give-Back Date" (as defined below) be later than January 31, 2018. The termination date for the last remaining portion of the 225 Give Back Space being leased by Tenant shall be the "Final 225 Give-Back Date." In the event Landlord elects to cause the termination of the 225 Give-Back Space to occur in multiple phases, in addition to identifying with specificity the portion of the 225 Give-Back Space then being terminated by Landlord and the corresponding 225 Give-Back Date, each such 225 Give-Back Notice shall include a revised Tenant's Share and a revised Base Rent amount for any portion of the 225 Give-Back Space which Tenant shall continue to lease following the applicable 225 Give-Back Date. Landlord and Tenant hereby acknowledge and agree that, on or before any applicable 225 Give-Back Date (as the same are established by Landlord in the applicable 225 Give-Back Notice), Tenant shall vacate and surrender and deliver exclusive possession of the applicable portion of the 225 Give-Back Space to Landlord in accordance with the terms of the Lease (except as otherwise provided in this First Amendment) and Tenant's lease of such portion of the 225 Give-Back Space shall terminate and be of no further force or effect. Accordingly, and conditioned upon the performance by the parties of the provisions of this First Amendment, effective as of any particular 225 Give-Back Date the corresponding 225 Give-Back Space shall no longer be considered a part of the Premises, and Landlord and Tenant shall be relieved of their respective obligations under the Lease with respect to such 225 Give-Back Space, except those obligations under the Lease which relate to the term of Tenant's lease of such 225 Give-Back Space prior to the corresponding 225 Give-Back Date and/or which specifically survive the expiration of the Lease. Following the termination of Tenant's lease of the entire 225 Give-Back Space and the occurrence of the Final 225 Give-Back Date, the "225 Premises" shall consist only of that portion of the 225 Premises containing approximately 34,232 rentable square feet of space on the first (1st) floor of the 225 Building, as more particularly set forth on Exhibit A-2attached hereto (the "225 Remaining Premises"). The 201 Give-Back Space and the 225 Give-Back Space are, collectively, the "Give-Back Space" and the 201 Remaining Premises and the 225 Remaining Premises are, collectively, the "Remaining Premises." Effective as of the last to occur of the 201 Give-Back Date and the Final 225 Give- Back Date, the "Premises" shall consist only of the 201 Remaining Premises and the 225 Remaining Premises and consist of approximately 41,973 rentable square feet of space.

3.2.2Representations of Tenant. Tenant represents and warrants to Landlord that with respect to the 225 Give-Back Space (a) Tenant has not heretofore sublet the 225 Give-Back Space nor assigned all or any portion of its interest in the Lease, with respect thereto, and (b) Tenant has the full right, legal power and actual authority to enter into this First Amendment and to terminate Tenant's lease of the 225 Give-Back Space without the consent of any person, firm or entity. Tenant further represents and warrants to Landlord that as of the date hereof there are no, and as of the applicable 225 Give-Back Date, there shall not be any, mechanics' liens, or other liens encumbering all or any portion of the 225 Give-Back Space, by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2.2 shall survive the termination of Tenant's lease of the 225 Give-Back Space and Tenant shall be liable to Landlord for any inaccuracies or any breach thereof.

3.2.3Surrender of 225 Give-Back Space. Landlord and Tenant hereby

acknowledge and agree that, except as expressly provided in this First Amendment, on or prior to the applicable 225 Give-Back Date, Tenant shall surrender the applicable portion of the 225 Give- Back Space to Landlord in accordance with the terms of the Lease (including, without limitation,Article 15 of the Lease), provided that Landlord hereby acknowledges Tenant shall not be required to remove any alterations or improvements in the 225 Give-Back Space, and that all costs of any such removal and of restoration of the premises shall be the responsibility of Landlord. If Tenant fails to surrender and deliver exclusive possession of any 225 Give-Back Space to Landlord on or before the corresponding 225 Give-Back Date in accordance with the terms of the Lease, then such failure shall constitute a material default under the Lease. In the event that Tenant has failed to surrender and deliver exclusive possession of any 225 Give-Back Space to Landlord on or before the date which is fifteen (15) days following the corresponding 225 Give-Back Date, then at Landlord's election, Tenant shall be deemed to be holding over in the 225 Give-Back Space subject to the terms and provisions of Article 16 of the Lease. Landlord and Tenant hereby expressly acknowledge and agree that nothing contained in the foregoing sentence shall be construed as consent by Landlord to any holding over by Tenant in the 225 Give-Back Space, and Landlord expressly reserves the right to require Tenant to surrender possession of any 225 Give-Back Space to Landlord as provided in this First Amendment upon the corresponding 225 Give-Back Date.

4.Base Rent and Tenant's Share of Direct Expenses.

4.1Existing Premises.

4.1.1201 Premises. The Parties hereby agree and acknowledge that prior to the Extended Term Commencement Date (and the 201 Give-Back Date), Tenant shall continue to pay Base Rent and Tenant's Share of Direct Expenses for the 201 Premises in accordance with the terms of the Lease.

4.1.2225 Premises. The Parties hereby agree and acknowledge that prior to the applicable 225 Give-Back Date, Tenant shall continue to pay Base Rent and Tenant's Share of Direct Expenses for the 225 Premises in accordance with the terms of the Lease. From and after the Final 225 Give-Back Date and prior to the Extended Term Commencement Date, Tenant shall only be required to pay Base Rent and Tenant's Share of Direct Expenses for the 225 Remaining Premises only (and not the 225 Give-Back Space) in the amount of $118,100.40 per month (i.e.,

$3.45 per rentable square foot of the 225 Remaining Premises per month), and Tenant's Share with respect to the 225 Remaining Premises shall be as set forth in Section 4.2 below.

Remaining Premises. Commencing on the Extended Term Commencement Date, and continuing throughout the Extended Term, Tenant shall pay to Landlord Base Rent for the Remaining Premises as set

forth below, but otherwise in accordance with the terms of the Lease:

Period During	Annual	Monthly Installment	Monthly Rental Rate
Extended Term	Base Rent	of Base Rent	per Square Foot
February 1, 2018 - January 31, 2019	$2,342,093.40	$195,174.45	$4.65
February 1, 2019 -January 31, 2020	$2,424,066.67	$202,005.56	$4.81
February 1, 2020 - January 31, 2021	$2,508,909.00	$209,075.75	$4.98
February 1, 2021 - January 31, 2022	$2,596,720.82	$216,393.40	$5.16
February 1, 2022 - January 31, 2023	$2,687,606.05	$223,967.17	$5.34
February 1, 2023 - January 31, 2024	$2,781,672.26	$231,806.02	$5.52
February 1, 2024 - January 31, 2025	$2,879,030.79	$239,919.23	$5.72
February 1, 2025 - January 31, 2026	$2,979,796.86	$248,316.41	$5.92

During the Extended Term, Tenant shall continue to pay Tenant's Share of Direct Expenses for the Remaining Premises in accordance with the terms of the Lease; provided, however, effective as of the Extended Term Commencement Date, for purposes of calculating the amount of Tenant's Share of Direct Expenses which Tenant shall pay thereafter in connection with the Remaining Premises, Tenant's Share with respect to the 201 Remaining Premises shall equal 17.05% and Tenant's Share with respect to the 225 Remaining Premises shall equal 49.96%.

4.2Remaining Premises Base Rent Abatement. Notwithstanding any provision to the contrary set forth in the Lease, provided that Tenant is not then in default of the Lease, after receipt of any required notices and expiration of any applicable cure periods, Tenant shall be entitled to an abatement of the Base Rent (the "Rent Abatement ") attributable to the Remaining Premises in the amount of $588,857.40, which shall be applied equally over three (3) months (such period, the "Rent Abatement Period"), which three (3) months shall be determined by Landlord in its sole discretion, and which shall be either (a) during any full three (3) month portion of the current Lease Term prior to the Extended Term Commencement Date, or (b) during the first three (3) full calendar months of the Extended Term. If Tenant shall be in default under the Lease, and shall fail to cure such default within the time, if any, provided for cure pursuant to the Lease, then, in addition to any other remedies Landlord may have under the Lease, as amended, Landlord, at its option, may elect, by delivery of written notice to Tenant, any or all of the following remedies that the unapplied portion of the Rent Abatement as of such default shall be moved to the end of the Lease Term, and Tenant shall immediately be obligated to pay Base Rent for the Remaining Premises at the full amounts of the monthly installments set forth above.

5.As Is Condition. Tenant acknowledges that Tenant has been and is in occupancy of the Existing Premises. Tenant is fully aware of the condition of the Existing Premises, and therefore, Tenant shall continue to accept the Remaining Premises in its presently existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvements or alterations to the Remaining Premises, except as expressly set forth in the Tenant Work Letter attached hereto as Exhibit B(the "Tenant Work Letter") or this Section 5. Notwithstanding the foregoing, Landlord shall perform any work necessary

such that the plumbing (not including plumbing for lab processing), electrical systems, fire sprinkler system, lighting, and all other building systems serving the Remaining Premises are in good operating condition and repair, provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, failure to maintain pursuant to the Lease, and/or negligence of Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant (collectively, "Tenant Damage"), or by any unreasonable modifications, alterations or improvements constructed by or on behalf of Tenant. To the extent repairs which Landlord is required to make pursuant to this Section 6 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the reasonable costs of such repair. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges that the Common Areas, the Existing Premises, the Remaining Premises and the Give-Back Space have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follows: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction- related accessibility standards within the premises." In furtherance of the foregoing, Landlord and Tenant hereby agree as follows: (a) any CASp inspection requested by Tenant shall be conducted, at Tenant's sole cost and expense, by a CASp reasonably approved in advance by Landlord; and (b) pursuant to Article 24 of the Original Lease, Tenant, at its cost, is responsible for making any repairs within the Premises to correct violations of construction-related accessibility standards created by Tenant and discovered as part of the CASp inspection; and, if anything done by or for Tenant in its use or occupancy of the Premises shall require repairs to the Building (outside the Premises) to correct violations of construction-related accessibility standards created by Tenant, then Tenant shall, at Landlord's option, either perform such repairs at Tenant's sole cost and expense or reimburse Landlord upon demand, as Additional Rent, for the cost to Landlord of performing such repairs.

6.Option Term.

6.1Option Right. Landlord hereby grants the Tenant originally named in this First Amendment (the “Original Tenant”), and any assignee of Original Tenant's entire interest in the Lease that has been approved in accordance with the terms of Article 14 of the Lease, (a “Permitted Assignee”), one (1) option to extend the Lease Term for a period of eight (8) years (the “Option Term”). Such option to extend shall be exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the Extended Term, stating that Tenant is thereby irrevocably exercising its option to lease the entire then existing Premises during the Option Term. Upon the proper exercise of the option to extend, and provided that, at Landlord’s option, as of the date of delivery of such notice, Tenant is not in default under the Lease (beyond the applicable notice and cure periods) and has not previously been in default under the Lease more than twice, and as of the end of the initial Lease Term, Tenant is not in default under the Lease (beyond the applicable notice and cure periods), the Lease Term shall be extended for a period of eight (8) years. The rights contained in this Section 6 shall be personal to Original Tenant and any Permitted Assignee (and not any other assignee, sublessee or Transferee of Tenant’s interest in the Lease). In the event that Tenant fails to timely and appropriately exercise its initial option to extend the Lease Term in accordance with the terms of this Section 6, then such option shall automatically terminate and shall be of no further force or effect.

6.2Option Rent. The annual Base Rent payable by Tenant during the Option Term (the "Option Rent") shall be equal to the "Fair Rental Value," as that term is defined below, for the Premises as of the commencement date of the Option Term. The "Fair Rental Value," as used in this First, shall be equal to the annual rent per rentable square foot (including additional rent and considering any "base year" or "expense stop" applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, for a comparable lease term, in an arm's length transaction, which comparable space is located in the Building or in "Comparable Buildings," as that term is defined in this Section 6.2, below (transactions satisfying the foregoing criteria shall be known as the "Comparable Transactions"), taking into consideration the following concessions (the "Concessions"): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account the value, if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant's exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (ii) any construction period, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant's Rent obligations in connection with Tenant's lease of the Premises during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term “Comparable Buildings” shall mean the Building and those other buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation of the building), quality of construction, level of services and amenities, size and appearance, and located in First Class Life Sciences Project in South San Francisco, California and the surrounding commercial area.

6.3Determination of Option Rent. In the event Tenant timely and appropriately exercises its option to extend the Lease Term, Landlord shall notify Tenant of Landlord's determination of the Option Rent on or before the date that is thirty (30) days following Landlord's receipt of the Option Exercise Notice. If Tenant, on or before the date which is thirty (30) days following the date upon which Tenant receives Landlord's determination of the Option Rent, in good faith objects to Landlord's determination of the Option Rent, then Landlord and Tenant shall attempt to agree upon the Option Rent using their good-faith efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant's objection to the Option Rent (the "Outside Agreement Date"), then each party shall thereafter make a separate determination of the Option Rent, within ten (10) business days of the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 6.3.1 through6.3.8, below. If Tenant fails to object to Landlord's determination of the Option Rent within

the time period set forth herein, then Tenant shall be deemed to have rejected Landlord's determination of the Option Rent, and the matter shall be submitted to arbitration in accordance with the terms hereof.

6.3.1Landlord and Tenant shall each appoint one arbitrator who shall be, at the option of the appointing party, a MAI appraiser, or a real estate broker, who shall have been active over the five (5) year period ending on the date of such appointment in the leasing or appraisal, as the case may be, of life science properties in South San Francisco, California. Each such arbitrator shall be appointed within thirty (30) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed "Advocate Arbitrators."

6.3.2The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint a third arbitrator ("Neutral Arbitrator") who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators, except that neither the Landlord or Tenant or either parties' Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appointment. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord's counsel and Tenant’s counsel.

6.3.3The three arbitrators shall, within thirty (30) days of the appointment of the Neutral Arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Option Rent, and shall notify Landlord and Tenant thereof. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted Option Rent is the closest to the actual Option Rent, taking into account the requirements of Section 6.2 of this First Amendment, as determined by the arbitrators.

6.3.4The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant.

6.3.5If either Landlord or Tenant fails to appoint an Advocate Arbitrator within twenty (20) days after the Outside Agreement Date, then either party may petition the presiding judge of the Superior Court of San Mateo County to appoint such Advocate Arbitrator subject to the criteria in Section 6.3.1 of this First Amendment, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.

6.3.6If the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator within ten (10) business days after the appointment of the last appointed Advocate Arbitrator, then either party may petition the presiding judge of the Superior Court of San Mateo County to appoint the Neutral Arbitrator, subject to criteria in Section 6.3.2 of this First Amendment, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.

6.3.7The cost of the arbitration shall be paid by Landlord and Tenant

equally.

6.3.8In the event that the Option Rent shall not have been determined

pursuant to the terms hereof prior to the commencement of the Option Term, Tenant shall be required to pay as Option Rent, an amount equal to 103% of the Base Rent payable by Tenant as of the expiration of the initial Lease Term, and upon the final determination of the Option Rent, the payments made by Tenant shall be reconciled with the actual amounts of Option Rent due, and the appropriate party shall make any

corresponding payment to the other party.

7.Tenant Signage. Pursuant to the terms of the Lease, Tenant previously installed

(i) one (1) sign on the exterior of the 201 Building (the "201 Sign"), and (ii) two (2) signs on the exterior of the 225 Building, one of which is on the front of the 225 Building (the "225 Front Sign") and one of which is on the back of the 225 Building (the "225 Back Sign") (as shown on Exhibit A-3attached hereto) (collectively, the "Exterior Signage"). In connection therewith, on or before the 201 Give-Back Date Tenant shall remove the 201 Sign in accordance with the terms of Section 23.1 of the Lease, and on or before the Final 225 Give-Back Date Tenant shall remove the 225 Back Sign in accordance with the terms of Section 23.1 of the Lease. Tenant shall be entitled to retain the 225 Front Sign throughout the Extended Term (and the Option Term, if applicable), provided that Tenant hereby acknowledges that such right is not exclusive and Landlord shall be permitted to install additional exterior signage on the 225 Building or provide a right to a third-party tenant of the 225 Building to install exterior building signage. In connection with any additional signage on the 225 Building, Landlord hereby agrees to utilize commercially reasonable efforts to work with the city to allow Tenant to keep the 225 Front Sign in its existing location, and Landlord shall not request or suggest to the city that the 225 Front sign be relocated. To the extent such 225 Front Sign is required by the city to be relocated, Landlord agrees to relocate such 225 Front Sign to an alternative Building 225 location reasonably acceptable to Tenant, at Landlord's sole cost.

8.Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment, excepting only CBRE, Inc. and Newmark Cornish & Carey (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this First Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent other than the Brokers. The terms of this Section 8 shall survive the expiration or earlier termination of the term of the Lease.

9.California Accessibility Disclosure. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges that the Common Areas, the Existing Premises, the Remaining Premises and the Give-Back Space have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follows: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of the foregoing, Landlord and Tenant hereby agree as follows: (a) any CASp inspection requested by Tenant shall be conducted, at Tenant's sole cost and expense, by a CASp approved in advance by Landlord; and (b) pursuant to the Lease, Tenant, at its cost, is responsible for making any repairs within the Premises to correct violations of construction-related accessibility standards; and, if anything done by or for Tenant in its use or occupancy of the Premises shall require repairs to the Building (outside the Premises) to correct violations of construction-related accessibility standards, then Tenant shall, at Landlord's option, either perform such repairs at Tenant's sole cost and expense or

reimburse Landlord upon demand, as Additional Rent, for the cost to Landlord of performing such repairs.

10.Conflict; No Further Modification. In the event of any conflict between the Lease and this First Amendment, the terms of this First Amendment shall prevail. Except as specifically set forth in this First Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

[signatures contained on following page]

IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written.

LANDLORD:	TENANT:
BRITANNIA GATEWAY II LIMITED PARTNERSHIP, a Delaware limited partnership	TERRAVIA HOLDINGS, INC., a Delaware corporation
By: HCP Biotech Gateway Incorporated, its General Partner	By: /s/Tyler Painter
By: /s/ Jonathan M. Bergschneider	Name: Tyler Painter
Jonathan M. Bergschneider	Its: COO/CFO
Senior Managing Director	By: /s/Apu Mody
	Name: Apu Mody
	Its: CEO

EXHIBIT A-1

GIVE-BACK SPACE

201 GIVE-BACK SPACE

1

201 GIVE-BACK SPACE

2

225 GIVE-BACK SPACE

3

EXHIBIT A-2REMAINING PREMISES

1

2

EXHIBIT A-3EXTERIOR SIGNAGE

1

201 Sign Location

2

EXHIBIT B

TENANT WORK LETTER

This Tenant Work Letter shall set forth the terms and conditions relating to the improvement of the Remaining Premises for Tenant following the date of this First Amendment. This Tenant Work Letter is essentially organized chronologically and addresses the issues of construction, in sequence, as such issues will arise during construction in the Remaining Premises.

SECTION 1

CONDITION OF REMAINING PREMISES; LANDLORD'S WORK

1.1Condition of Remaining Premises. Tenant acknowledges that except as provided in the First Amendment or this Tenant Work Letter, Tenant shall continue to accept the Remaining Premises in their existing, "as-is" condition. Except for the payment of the Tenant Improvement Allowance as provided in Section 2, below, and Landlord's Work set forth in Section 1.2 below, Landlord shall have no obligation to make or pay for any improvements to the Remaining Premises.

1.2Landlord's Work. Landlord shall at Landlord's sole cost and expense (and not to be included in Operating Expenses, as a capital expenditure or otherwise), utilizing Building standard methods, materials, components, and finishes in good and workmanlike manner and in compliance with all Applicable Laws, (i) cause the construction or installation of Building standard demising walls separating the Remaining Premises from the remainder of the floor in which the Remaining Premises are located and perform all other work required to separate the Remaining Premises from the remainder of the floor in which the Remaining Premises is located, as shown on the demising plan attached as Schedule 1to this Tenant Work Letter, which work shall include any work needed to maintain or bring the common areas into compliance with Applicable Laws and Code to the extent necessary for Tenant to obtain or maintain a certificate of occupancy and which work shall not include the capping of process utilities, including DI water, CDA, and vacuum (which work shall be performed by Tenant as part of the Tenant Improvements if Tenant desires to cap such process utilities), (ii) replace or overlay the roof of the 225 Building (with a Building standard roof or roof overlay per Landlord's roof specification plan), and (iii) replace any Building systems serving the 201 Building or the 225 Building which are reasonably determined by Landlord to be at the end of their useful life prior to December 31, 2018 (collectively, the "Landlord's Work"). In connection with the foregoing, Tenant acknowledges the Landlord's Work set forth in items (ii) and (iii) above shall be performed at any time on or before December 31, 2018. Tenant hereby acknowledges that Landlord may perform all or portions of such Landlord's Work concurrently with the construction of the Tenant Improvements by Tenant, and Landlord and Tenant shall cooperate (and shall cause their respective contractors, subcontractors and agents to cooperate) with each other in good faith in order that the work being performed by each party may be completed without material interference with the completion of the work being completed by the other party and without increase in cost to the other party. Tenant hereby acknowledges that Landlord shall be permitted to perform the Landlord's Work during Tenant's occupancy of the Remaining Premises. Notwithstanding such occupancy of the Remaining Premises during the performance of the Landlord's Work, Landlord shall be permitted to perform the Landlord's Work during normal business hours, and Tenant shall provide a clear working area for such work, if necessary (including, but not limited to, the moving of furniture, fixtures and Tenant’s property away from the area in which Landlord is performing the Landlord's Work). Further, Tenant shall cooperate with all reasonable Landlord requests made in connection with or related to Landlord's completion of the Landlord's Work. Tenant hereby agrees that the performance of the Landlord's Work in the Remaining Premises shall in no way

1

constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Except to the extent arising from Landlord's negligence or willful misconduct, Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Landlord's Work, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Remaining Premises or of Tenant’s personal property or improvements resulting from the Landlord's Work or Landlord’s actions (or the actions of Landlord's contractors, employees and/or agents) in connection with the Landlord's Work, or for any inconvenience or annoyance occasioned by the Landlord's Work or Landlord's actions (or the actions of Landlord's contractors, employees and/or agents) in connection with the Landlord's Work. Landlord shall use commercially reasonable efforts to perform the Landlord's Work in a manner designed to minimize interference with Tenant’s normal business operations in the Remaining Premises, and in connection therewith, construction activities that are reasonably anticipated to be disruptive to Tenant are to be conducted after normal business hours. Such activities to be performed after normal business hours include, but are not limited to: shooting drywall screwing, hammering, loud cutting, sanding, welding and soldering, and Landlord shall coordinate and schedule with Tenant at least forty-eight (48) hours in advance for any work that requires a power shut down to the Remaining Premises.

SECTION 2

TENANT IMPROVEMENTS

2.1Tenant Improvement Allowance. Commencing as of the date of this First Amendment, Tenant shall be entitled to an improvement allowance (the "Tenant Improvement Allowance") in the amount of $2,308,515.00 (i.e., $55.00 per rentable square foot of the Remaining Premises) for the costs relating to the design and construction of Tenant's improvements, refurbishment work and other renovations to be performed by Tenant in the Remaining Premises or which are "Tenant Improvement Allowance Items," as that term is defined in Section 2.2.1, below (collectively, the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease. Landlord may, by written notice to Tenant given concurrently with Landlord's approval of the "Final Working Drawings", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, or given following any earlier termination of the Lease, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Remaining Premises and Building caused by such removal and return the affected portion of the Remaining Premises to a Building standard general office condition, provided that Landlord hereby acknowledges that Landlord shall not require removal of the Tenant Improvements shown on the "Preliminary Space Plan" (as that term is defined in Section 3.2 below), and accordingly, so long as the Final Space Plan and Final Working Drawings are substantially consistent with and a logical extension of the Preliminary Space Plan, Landlord shall not require Tenant, whether at the end of the Extended Lease Term, or following any earlier termination of the Lease, to pay for or remove any Tenant Improvements set forth on the Final Working Drawings, to repair any damage to the Remaining Premises and Building caused by such removal, or to return the affected portion of the Remaining Premises to a Building standard general office condition. In connection with the foregoing, Landlord hereby agrees that in the event all or any of the potential changes to the Preliminary Space Plan set forth on Schedule 3attached hereto are implemented into the Final Space Plan and/or Final Working Drawings, such changes would not result in Landlord requiring restoration or removal of any of the Tenant Improvements. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by the date which is eighteen (18) months from the date of the full execution and delivery of this First Amendment, shall revert to

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Landlord and Tenant shall have no further rights with respect thereto.

2.2Disbursement of the Tenant Improvement Allowance.

2.2.1Tenant Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance and Additional Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively the "Tenant Improvement Allowance Items"):

2.2.1.1Payment of all reasonable fees of the "Architect" and the "Engineers," as those terms are defined in Section 3.1 of this Tenant Work Letter, project management fees, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 3.2 of this Tenant Work Letter;

2.2.1.2The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;

2.2.1.3The payment for all demolition and removal of existing improvements in the Remaining Premises;

2.2.1.4The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, costs incurred for removal of existing furniture, fixtures or equipment in the Remaining Premises, hoisting and trash removal costs, costs to purchase and install in the Remaining Premises equipment customarily incorporated into laboratory improvements or laboratory utility systems, including, without limitation, UPS, DI Systems, boilers, air compressors, glass/cage washers and autoclaves and steam generators, painting, and contractors' fees and general conditions, and including BMS System upgrades;

2.2.1.5The cost of any changes in the Base Building when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;

2.2.1.6The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable building codes (the "Code");

2.2.1.7 Sales and use taxes;

2.2.1.8Subject to Section 2.2, above, all other actual out-of-pocket costs expended by Landlord in connection with the construction of the Tenant Improvements, including, without limitation, costs expended by Landlord pursuant to Section 4.1.1 of this Tenant Work Letter, below.

2.2.2Disbursement of Tenant Improvement Allowance. During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows.

2.2.2.1Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the "Contractor," as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Remaining Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of "Tenant's Agents," as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Remaining Premises; (iii) executed mechanic's lien releases, as applicable, from all of Tenant's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant's payment

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request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the "Approved Working Drawings," as that term is defined in Section 3.5 below, or due to any substandard work. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request.

2.2.2.2Final Deliveries. Following the completion of construction of the Tenant Improvements, Tenant shall deliver to Landlord properly executed final mechanic's lien releases in compliance with the California Civil Code from all of Tenant's Agents, and a certificate certifying that the construction of the Tenant Improvements in the Remaining Premises has been substantially completed. Tenant shall record a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Tenant Work Letter.

2.2.2.3Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items. All Tenant Improvement Allowance Items for which the Tenant Improvement Allowance and Additional Improvement Allowance have been made available shall be deemed Landlord's property under the terms of the Lease.

2.4Building Standards. The quality of Tenant Improvements shall be in keeping with the existing improvements in the Remaining Premises.

SECTION 3

CONSTRUCTION DRAWINGS

3.1Selection of Architect. Tenant shall retain an architect/space planner (the "Architect") approved in advance by Landlord (which approval shall not be unreasonably withheld) to prepare the Final Space Plan and Final Working Drawings as provided in Section 3.2 and 3.3, below. Tenant shall retain the engineering consultants or design/build subcontractors designated by Tenant and reasonably approved in advance by Landlord (the "Engineers") to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Remaining Premises, which work is not part of the Base Building. All such plans and drawings shall comply with the drawing format and specifications reasonably determined by Landlord, and shall be subject to Landlord's reasonable approval. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the Base Building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of any plans or drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters.

3.2Final Space Plan. Landlord hereby approves the preliminary space plan prepared by DGA and dated May 3, 2017 (the "Preliminary Space Plan") attached to this Tenant Work Letter as Schedule 2. Tenant is continuing to revise and refine its plans and, within 10 days after execution of the First Amendment to Lease, Tenant shall supply Landlord with four (4) copies signed by Tenant of its final space plan for the Remaining Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (the "Final Space Plan") shall include a layout and designation of all offices, labs, rooms and other partitioning, their intended use, and equipment to be contained therein. So long as the Final Space Plan complies with applicable codes, and is a further refinement and revision of the Preliminary Space Plan (updated to include Tenant’s final desired configuration of offices, labs,

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rooms and other partitioning, their intended use, and equipment to be contained therein), Landlord shall approve the Final Space Plan. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five

(5) business days after Landlord's receipt of the Final Space Plan for the Remaining Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require.

3.3Final Working Drawings. After the Final Space Plan has been approved by Landlord Tenant shall supply the Engineers with a complete listing of standard and non-standard equipment and specifications, including, without limitation, Title 24 calculations, electrical requirements and special electrical receptacle requirements for the Remaining Premises, to enable the Engineers and the Architect to complete the "Final Working Drawings" (as that term is defined below) in the manner as set forth below. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the Remaining Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is sufficiently complete to allow all of Tenant's Agents to bid on the work and to obtain all applicable permits (collectively, the "Final Working Drawings") and shall submit the same to Landlord for Landlord's approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant shall supply Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within ten (10) business days after Landlord's receipt of the Final Working Drawings for the Remaining Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly cause the Final Working Drawings to be revised in accordance with such review and any disapproval of Landlord in connection therewith.

3.5 Approved Working Drawings. The Final Working Drawings shall be approved by Landlord (the "Approved Working Drawings") prior to the commencement of construction of the Remaining Premises by Tenant. Concurrently with Tenant's delivery of the Final Working Drawings to Landlord for Landlord's approval, Tenant may submit the same to the appropriate municipal authorities for all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Remaining Premises and that obtaining the same shall be Tenant's responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed.

SECTION 4

CONSTRUCTION OF THE TENANT IMPROVEMENTS

4.1 Tenant's Selection of Contractors.

4.1.1The Contractor; Landlord's Project Manager. Tenant shall retain a licensed general contractor, approved in advance by Landlord, to construct the Tenant Improvements ("Contractor"). Landlord's approval of the Contractor shall not be unreasonably withheld. Landlord shall retain Project Management Advisors, Inc. ("PMA") as a third party project manager for construction oversight of the Tenant Improvements on behalf of Landlord, and Tenant shall pay a fee to Landlord with respect to the PMA services equal to $40,629.05 (i.e., 1.75% of the Tenant Improvement Allowance).

4.1.2Tenant's Agents. All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant's Agents"). The subcontractors used by Tenant, but not any laborers, materialmen, and suppliers, must be approved in writing by Landlord, which approval shall not be unreasonably withheld,

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conditioned, or delayed; provided, however, Landlord may nevertheless designate and require the use of particular mechanical, engineering, plumbing, fire life-safety and other Base Building subcontractors. If Landlord does not approve any of Tenant's proposed subcontractors, Tenant shall submit other proposed subcontractors for Landlord's written approval.

4.2 Construction of Tenant Improvements by Tenant's Agents.

4.2.1Construction Contract; Cost Budget. Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, reasonably approved by Landlord (collectively, the "Contract"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the estimated total costs of the work of the Tenant Improvement project (the "Final Budget"). Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount (the "Over-Allowance Amount") equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) of this Tenant Work Letter, above, for Landlord's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over- Allowance Amount shall be deemed Landlord's property under the terms of the Lease.

4.2.2Tenant's Agents.

4.2.2.1Compliance with Drawings and Schedule. Tenant's and Tenant's Agent's construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; and (ii) Tenant's Agents shall submit schedules of all work relating to the Tenant's Improvements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Tenant's Agents of any changes which are necessary thereto, and Tenant's Agents shall adhere to such corrected schedule.

4.2.2.2Indemnity. Tenant's indemnity of Landlord as set forth in the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant's Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant's non-payment of any amount arising out of the Tenant Improvements and/or Tenant's disapproval of all or any portion of any request for payment. Such indemnity by Tenant, as set forth in the Lease, shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord's performance of any ministerial acts reasonably necessary (i) to permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Remaining Premises. The foregoing indemnity shall not apply to claims caused by the gross negligence or willful misconduct of Landlord, its member partners, shareholders, officers, directors, agents, employees, and/or contractors.

4.2.2.2 Requirements of Tenant's Agents. Each of Tenant's Agents shall guarantee

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to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of substantial completion of the work under the Contract ("Substantial Completion"). Each of Tenant's Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after Substantial Completion. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the Contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.

4.2.2.4 Insurance Requirements.

4.2.2.4.1General Coverages. All of Tenant's Agents shall carry the following insurance with insurers having a minimum A.M. best rating of A- VIII or better (i) worker's compensation insurance covering all of Tenant's Agents' respective employees with a waiver of subrogation in favor of Landlord and the property manager, (ii) general liability insurance with a limit of not less than $1,000,000 per occurrence and $2,000,000 general aggregate, including products/completed operations and contractual coverage, and including Landlord and its property manager as additional insureds, and (ii) if the cost of such Tenant Improvements exceeds $100,000 in the aggregate, then Builders Risk insurance covering the construction of the Tenant Improvements, and such policy shall include Landlord as an additional insured.

4.2.2.4.2Intentionally Omitted.

4.2.2.4.3General Terms. Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Expansion Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will endeavor to give Tenant and Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Expansion Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same using insurance proceeds related thereto, and otherwise at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Expansion Tenant Improvements are fully completed, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under Section 4.2.2.2 of this Tenant Work Letter.

4.2.2 Governmental Compliance. The Tenant Improvements shall comply in all respects with the following: (i) all state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and

(iii) building material manufacturer's specifications.

4.2.4Inspection by Landlord. Landlord shall have the right to inspect the Tenant

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Improvements at all times, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same. Should Landlord reasonably disapprove any portion of the Tenant Improvements, on the grounds that the construction is defective or fails to comply with the Approved Working Drawings, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any such defects or deviations shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists that might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant's use of such other tenant's leased premises, Landlord may, take such action as Landlord reasonably deems necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord's reasonable satisfaction.

4.2.5Meetings. Commencing upon the execution of this First Amendment, Tenant shall hold weekly meetings at a reasonable time, with the Architect and the Contractor regarding the progress of the preparation of Construction Drawings and the construction of the Tenant Improvements, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and, upon Landlord's request, certain of Tenant's Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, a copy of which minutes shall be promptly delivered to Landlord. One such meeting each month shall include the review of Contractor's current request for payment.

4.3Notice of Completion; Copy of Record Set of Plans. Within ten (10) days after completion of construction of the Tenant Improvements, Tenant shall cause a valid Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense. At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (x) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction,

(y) to certify to the best of their knowledge that the "record-set" of as-built drawings are true and correct, which certification shall survive the expiration or termination of the Lease, and (z) to deliver to Landlord two (2) sets of copies of such record set of drawings (hard copy and CAD files) within ninety (90) days following issuance of a certificate of occupancy for the Remaining Premises, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Remaining Premises. Within fifteen (15) days after request by Tenant following the Substantial Completion of the Tenant Improvements, Landlord will acknowledge its approval of the Tenant Improvements (provided that such approval has been granted) by placing its signature on a Contractor’s Certificate of Substantial Completion fully executed by the Architect, Contractor and Tenant. Landlord’s approval shall not create any contingent liabilities for Landlord with respect to any latent quality, design, Code compliance or other like matters that may arise subsequent to Landlord’s approval.

SECTION 5

MISCELLANEOUS

5.1Intentionally Omitted.

5.2Tenant's Representative. Tenant has designated MKS Builders as its sole representatives with respect to the matters set forth in this Tenant Work Letter, who shall each have full authority and

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responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.

5.3Landlord's Representative. Landlord has designated Jeff Marcowitz with PMA, as its sole representatives with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

5.4Time is of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.

5.5Tenant's Lease Default. Notwithstanding any provision to the contrary contained in the Lease or this Tenant Work Letter, if any default by Tenant under the Lease (beyond the applicable notice and cure periods) or this Tenant Work Letter (including, without limitation, any failure by Tenant to fund any portion of the Over-Allowance Amount) occurs at any time on or before the substantial completion of the Tenant Improvements and such default remains uncured ten (10) days following Landlord's notice of such default to Tenant, then in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to withhold payment of all or any portion of the Tenant Improvement Allowance and/or Landlord may, without any liability whatsoever, cause the cessation of construction of the Tenant Improvements (in which case, Tenant shall be responsible for any delay in the substantial completion of the Tenant Improvements and any costs occasioned thereby).

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SCHEDULE 1DEMISING PLAN

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SCHEDULE 2PRELIMINARY SPACE PLAN

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SCHEDULE 3

POTENTIAL PRELIMINARY SPACE PLAN CHANGES

1)The Gym/shower area on first floor as shown on the Preliminary Space Plan may be removed and replaced with smaller conference rooms.

2)Removal of one or more of the doors which are shown on the Preliminary Space Plan in the 225 Remaining Premises.

3)Configuration, layout, partitioning or similar changes to the lab space in the Remaining Premises.

4)Inclusion of a small autoclave in the 201 Remaining Premises and relocation of a couple of pieces of equipment from the 225 Building, along with associated electrical work.

5) Modifications to offices along windows near the kitchen to improve on sound proofing.

6)Reduction in quality or decreasing the scope of Tenant Improvements to decrease project costs.

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EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re: TERRAVIA HOLDINGS, INC., et al.,          Debtors. : : : : : : Chapter 11 Case No. 17-11655 (CSS) Jointly Administered

INITIAL MONTHLY OPERATING REPORT

File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.

Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cancellation. Bank accounts and checks must bear the name of the debtor, the case number, and the designation “Debtor in Possession.” Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority, signature card, and/or corporate checking resolution.

REQUIRED DOCUMENTS	Document Attached	Explanation Attached
12-Month Cash Flow Projection (Form IR-1)	Exhibit A	Exhibit A
Certificates of Insurance:	Exhibit B	N/A
Workers Compensation
Property
General Liability
Vehicle
Other:
Identify areas of self-insurance with liability caps
Evidence of Debtor in Possession Bank Accounts	Exhibit C	N/A
Tax Escrow Account
General Operating Account
Money Market Account Pursuant to Local Rule 4001-3 for
the District of Delaware only. Refer to:
http://www.deb.uscourts.gov
Other:
Retainers Paid (Form IR-2)	Exhibit D	N/A

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.

RLF1 3255301v.1Form IR (4/07)

Signature of Debtor	Date
Signature of Joint Debtor	Date
/s/ Tyler Painter                                   Signature of Authorized Individual*	August 16, 2017                 Date
Tyler W. Painter                                                             Printed Name of Authorized Individual	Chief Financial Officer and Chief Operating Officer                              Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

RLF1 3255301v.1Form IR (4/07)

Exhibit A

13 Week Budget and Explanation

The Debtors did not prepare a 12 month cash flow in accordance with Form IR-1. However, per the Interim Order Pursuant to 11 U.S.C. §§ 105, 362, 364(c), 364(d)(1), 364(e), 503 and 507 (i) Authorizing the Debtors To Obtain Senior Secured Super-Priority Post-Petition Financing, (ii) Granting Liens and Providing Superpriority Administrative Expense Status, (iii) Modifying the Automatic Stay, (iv) Scheduling a Final Hearing and (v) Granting Related Relief [D.I. 62] dated August 3, 2017 (the “DIP Order”), the Debtors prepared an Approved Budget (as defined in the DIP Order). The Debtors provide this Approved Budget, as detailed on the following page, in lieu of Form IR-1.

TerraVia Holdings, Inc.	DRAFT SUBJECT TO MATERIAL CHANGE
Weekly Cash Flow Forecast	CONFIDENTIAL - SUBJECT TO NDA
($M's U.S. Dollars)
	1		2		3		3 QTR
Projected Quarter	Q3'17		Q4'17		Q1'18		Total
Funded Programs	(1	)	(1	)	(2	)	(4	)
Sublease/Other Income	(1	)	(1	)	—		(1	)
Total Receipts	(2	)	(2	)	(2	)	(5	)
Labor Costs	3.0		3		3		10
Retention/Early payment of on-target annual bonus	1		1		1		2
Other Cash Operating Expenses	7		5		5		18
Working Capital	2		(1	)	(1	)	1
Total Operating Burn	13		9		9		30
SBO Equity Payments	4		2		3		8
Debt Financing/Transaction Costs	4		2				7
DIP Financing Fees							—
Total Cash Burn	19		11.0		9		40
Beginning cash	27		7		(4	)	27
Less total cash burn	19		11.0		9		40
Ending Cash	7		(4	)	(13	)	(13	)
Less: restricted cash	(12	)	(12	)	(12	)	(12	)
Ending unrestricted cash before debtor financing	(5	)	(16	)	(25	)	(25	)
Debtor Financing	–		–		–		—
Ending unrestricted cash	(5	)	(16	)	(25	)	(25	)
(1) Assumes run rate payroll and expense in a 363 scenario. Stand alone company scenario could reduce operating expenses by > $4M (excl. severance costs).
(2) Excludes transaction fees

RLF1 3255301v.1Form IR (4/07)

Exhibit B

Certificates of Insurance

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Exhibit C

Cash Management Motion and Interim Order

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: TERRAVIA HOLDINGS, INC., et al., Debtors. :
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: Chapter 11 Case No. 17-__________ (___) Joint Administration Requested

MOTION OF DEBTORS FOR ENTRY OF INTERIM AND FINAL ORDERS AUTHORIZING (I) THE DEBTORS TO CONTINUE TO MAINTAIN EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, CREDIT CARD PROGRAM AND BUSINESS FORMS AND (II) FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.) (“TerraVia”) and certain of its subsidiaries that are debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) hereby file this Motion of Debtors for Entry of Interim and Final Orders Authorizing (i) the Debtors To Continue To Maintain Existing Cash Management System, Bank Accounts and Business Forms and (ii) Financial Institutions To Honor and Process Related Checks and Transfers (this “Motion”). This Motion is supported by (i) the Declaration ofTyler W. Painter in Support of Debtors’ Chapter 11 Proceedings and First Day Pleadings (the “PainterDeclaration”) filed contemporaneously herewith and (ii) the entire record of the Chapter 11 Cases. In further support of this Motion, the Debtors respectfully state as follows:

Relief Requested

1.By this Motion, and pursuant to sections 105(a), 345 and 363(c)(1) of title 11 of the United States Code (the “Bankruptcy Code”), the Debtors seek entry of interim and final orders (the “Proposed Orders”) (a) authorizing, but not directing, the Debtors, in their sole discretion, to

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(i) continue to operate their prepetition cash management system (the “Cash Management System”), as further described below, (ii) maintain their existing bank accounts (collectively, and together with any accounts opened after the Petition Date, the “Bank Accounts” and each, a “Bank Account”) located at certain banks and financial institutions (collectively, the “Banks”), (iii) maintain their Credit Card Program (as defined below) and (iv) maintain their existing business forms and (b) waiving the requirements of section 345(b) of the Bankruptcy Code on an interim basis.

2.A nonexclusive list of the Bank Accounts (with account numbers partially redacted) is attached hereto as Exhibit A. All Bank Accounts are held in the name of TerraVia. The Debtors believe that all of the Bank Accounts are maintained at stable financial institutions.

Jurisdiction and Venue

3.The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012.

4.This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2) and, pursuant to Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the Debtors consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution.

5.Venue of the Chapter 11 Cases and related proceedings is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

Background

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6.On August 2, 2017 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in possession of their property and have continued to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

7.No request has been made for the appointment of a trustee or examiner, and no statutory committee has been appointed in the Chapter 11 Cases.

8.Additional information about the Debtors’ businesses and affairs, capital structure and prepetition indebtedness, and the events leading up to the Petition Date, can be found in the Painter Declaration, which is incorporated herein by reference.

Cash Management System

9.In the ordinary course of business, the Debtors utilize the Cash Management System to collect and disburse funds generated by the sale of their products or received pursuant to various research and development agreements. The Cash Management System also enables the Debtors to monitor the collection and disbursement of funds and maintain control over the administration of their Bank Accounts. The Cash Management System is not automated; the Debtors’ employees are required to monitor the system, manage the proper disbursement of funds, utilize the wire and ACH capabilities of Wells Fargo Bank, National Association (“Wells Fargo”) and Silicon Valley Bank (“SVB”) to disburse funds and manually deposit checks using an internal remote capture tool. To administer the Cash Management System, the Debtors’ employees utilize computer software to record and track receivables and payables and to convert data regarding such financial information into a user-friendly format for management and other users. The Debtors regularly and periodically review the data loaded into the Debtors’ computer software to confirm its accuracy and completeness.

10.The Cash Management System has two main components: (a) cash receipts and (b) cash disbursements. To provide an overview of the movement of cash through the Debtors’ Cash

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Management System, a schematic diagram illustrating the flow of funds through the Cash Management System is attached hereto as Exhibit B.

Cash Receipts and Concentration

11.The Debtors generate and receive funds from (a) sales of the Debtors’ products, such as Thrive^® Culinary Algae Oil, AlgaVia Powders and other products and (b) various business partners to finance research and development pursuant to joint development agreements entered into between certain of the Debtors and such business partners. A majority of the Debtors’ revenue derives from such joint development agreements, with the remainder of revenue derived from commercial sales. Funding pursuant to joint development agreements occurs on a rolling and staggered basis due to differences in the timing of payments set forth in the Debtors’ joint development agreements. Revenue derived from sales of products occurs on different cycles as well. In addition, the Debtors may generate receipts from other miscellaneous sources.

12.The Debtors receive funds by wire, electronic fund transfer or check. The Debtors’ receipts are deposited directly into the Debtors’ operating account with Wells Fargo (the “Operating Account”). Historically, a small percentage of receipts were collected into the Debtors’ multi-currency euro checking account at Wells Fargo (the “MCE Account”). The source of funds in the MCE Account was receipts from sales of Algenist skincare products. In August 2016, however, the Debtors sold a majority stake in their Algenist business to a third party and retained an approximately 20% interest in Algenist Holdings, Inc. The Debtors do not anticipate that any additional cash receipts will be deposited into the MCE Account. Additionally, the Debtors maintain two Bank Accounts at Wells Fargo (with account numbers ending in 8171 and 0500), each of which has a zero-dollar balance. As of the Petition Date, the balance of cash in the Operating Account is approximately $5.1 million and the balance of cash in the MCE Account is approximately $2,000.

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13.In addition to the Bank Accounts at Wells Fargo, the Debtors maintain two Bank Accounts at SVB (collectively, the “SVB Accounts”) as required by the Amended and Restated Loan and Security Agreement, dated as of May 2, 2017, between SVB and TerraVia (as may be amended, restated or otherwise modified from time to time, the “SVB Loan Agreement”). Pursuant to the SVB Loan Agreement, the Debtors are required to maintain (a) a restricted cash account with SVB that will contain not less than 110% of the dollar equivalent of the amount of all outstanding letters of credit under the SVB Loan Agreement (the “Restricted Cash Account”) and (b) a second Bank Account at SVB that will contain not less than $5 million in cash at all times (the “Unrestricted Cash Account”). Because the letter of credit issued under the SVB Loan Agreement is denominated in a foreign currency (Brazilian Reals), the Debtors monitor exchange rates on a monthly basis and transfer capital from the Operating Account into the Restricted Cash Account, if necessary, in order to remain in compliance with the SVB Loan Agreement. No funds derived from the Debtors’ receivables are deposited directly into the SVB Accounts. As of the Petition Date, the balance of cash in the Restricted Cash Account is approximately $12.2 millionand the balance of cash in the Unrestricted Cash Account is approximately $375,000.

Cash Disbursements

14.Receipts concentrated in the Operating Account are used by the Debtors to satisfy their financial obligations. Disbursements by check, ACH or wire are generally made through the Operating Account. The Debtors make cash disbursements to support the following major disbursement programs:

▪Payroll. The Debtors use a third party, ADP, to administer payroll disbursements. Payroll is funded by wire to ADP generally two days in advance of each biweekly pay date, which pay date generally occurs on a Friday.

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▪Accounts Payable. The Debtors’ accounts payable payments on account of revenue, interest, taxes and regulatory fees, utilities and other vendors are paid or auto-debited by wire, check and ACH.

▪SB Oils Operating Payments. Pursuant to a business plan approved by Solazyme Bunge Renewable Oils Coöperatief U.A. (“Renewable Oils”), a non-debtor entity in which TerraVia holds a 50.1% ownership interest, TerraVia makes periodic payments to Solazyme Bunge Produtos Renováveis Ltda. (“SB Oils”), a wholly-owned subsidiary of Renewable Oils, in connection with operations conducted by SB Oils in Orindiúva, Brazil. Bunge Global Innovation, LLC, which owns the remaining 49.9% ownership interest in Renewable Oils, also makes periodic payments to SB Oils to fund SB Oils’ operations. Payments from TerraVia to SB Oils are transferred from the Operating Account directly into a bank account held in the name of SB Oils.

▪Healthcare andBenefits. The Debtors fund claims from the Debtors’ employees through their health and other benefit plans. The Debtors provide insurance to their employees through self-insurance and third party providers, such as Metlife, Kaiser Foundation Health Plan, Blue Shield of California and Discovery Benefits, Inc. Health and welfare benefits are funded by check, ACH, direct debit or wire to pay for monthly premiums. In addition, pursuant to TerraVia’s 2011 Employee Stock Purchase Plan, on a semiannual basis, TerraVia may use funds withheld from its employees’ paychecks to purchase shares of common stock of TerraVia on behalf of and for the benefit of such employees.

▪Flexible Spending Accounts. The Debtors’ Operating Account is used to reimburse employee expenditures from tax-advantaged flexible spending accounts. Such disbursements are made by check, ACH, wire or direct debit.

▪Workers’ Compensation. The Debtors have obligations on account of workers’ compensation claims. The Debtors pay a regular workers’ compensation premium and remit payment

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by check, ACH, direct debit or wire to Barney & Barney LLC, the Debtors’ workers’ compensation insurance broker, when billed for quarterly premiums. Annually, upon completion of an annual audit, a true-up payment is made to or from the Debtors from or to the relevant insurance carriers.

15.The Debtors do not currently maintain any investment accounts. The Debtors do, however, maintain a credit card program (the “Credit Card Program”) with SVB. The Credit Card Program is used by approximately 20 employees and the travel agency of the Debtors to pay for authorized expenses incurred by such employees in the ordinary course of the Debtors’ business. The Debtors pay any outstanding balance under the Credit Card Program to SVB at the end of each month. Based on historical averages, the Debtors estimate that approximately $100,000 is outstanding under the Credit Card Program as of the Petition Date.

Basis for Relief

The Continued Use of the Debtors’ Cash Management System Is Essential to the Debtors’ Ongoing Operations and Restructuring Efforts

16.The Debtors hereby seek authority to continue using their current centralized, integrated Cash Management System. It is essential that the Debtors be permitted to continue to consolidate the management of their cash as necessary and appropriate to continue the operation of their businesses.

17.The basic structure of the Cash Management System constitutes the Debtors’ ordinary, usual and essential business practices. The Cash Management System is similar to those commonly employed by corporate enterprises comparable to the Debtors in size and complexity. The Cash Management System is integrated with the Debtors’ accounting processes and software that produce the Debtors’ financial statements and enables the Debtors, as well as other interested parties in the Chapter 11 Cases, to trace funds through the Cash Management System, which requires the dedicated efforts of a significant number of the Debtors’ employees. If the Debtors were required to dismantle the Cash Management System, it would disrupt the Debtors’ day-to-day operations and their

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accounting processes and software. Dismantling the Cash Management System would also impair the Debtors’ ability to generate timely reports of transactions and balances, as well as annual and quarterly SEC filings.

18.The widespread use of similar cash management systems is attributable to the numerous benefits they provide, including the ability to tightly control corporate funds, ensure cash availability and reduce administrative expenses by facilitating the expeditious movement of funds and developing of timely and accurate account balance and presentment information. These controls are particularly important given the significant amount of cash that flows through the Cash Management System on an annual basis.

19.The Office of the United States Trustee, Region 3 (the “U.S. Trustee”) has established operating guidelines (the “U.S. Trustee Guidelines”) for debtors in possession to facilitate the administration of chapter 11 cases. The U.S. Trustee Guidelines generally require that a chapter 11 debtor, among other things, (a) establish one debtor-in-possession account for all estate monies required for the payment of taxes (including payroll taxes), (b) close all existing bank accounts and open new debtor-in-possession accounts, (c) maintain a separate debtor-in-possession account for cash collateral, (d) obtain checks that bear the designation “Debtor in Possession” and (e) reference the debtor’s bankruptcy case number and type of account on each such check. See U.S. Trustee Guidelines § 2. Local Rule 2015-2(a) generally requires that, upon exhausting its existing check stock, a chapter 11 debtor must order new checks labeled “Debtor in Possession” with the corresponding bankruptcy number. These requirements are designed to establish a clear line of demarcation between prepetition and post-petition claims and payments and to help protect against a debtor’s inadvertent payment of prepetition claims by preventing banks from honoring checks drawn before the commencement of the debtor’s chapter 11 cases. The Debtors seek a waiver of the requirements of the U.S. Trustee

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Guidelines to the extent that they prohibit the Debtors from continuing to utilize their existing Cash Management System.

20.It would be very time consuming, difficult and costly for the Debtors to establish an entirely new system of accounts, credit card program and cash management system, and doing so would disrupt the Debtors’ relationships with their key counterparties and suppliers. The attendant delays from opening new Bank Accounts, establishing a new credit card program, revising cash management procedures and instructing their commercial counterparties and countless other entities to redirect payments would negatively impact the Debtors’ ability to operate their businesses. Under the circumstances, maintenance of the Cash Management System, as well as the Credit Card Program, is essential and clearly in the best interest of the Debtors’ estates. Furthermore, preserving the “business as usual” atmosphere and avoiding the unnecessary and costly distractions that would inevitably be associated with any substantial disruption to the Cash Management System will facilitate the Debtors’ efforts to maximize the value of their estates in the Chapter 11 Cases. In short, any benefits of the Debtors’ strict compliance with the U.S. Trustee Guidelines and Local Rule 2015-2(a) would be far outweighed by the resulting expense, inefficiency and disruption to the Debtors’ businesses.

21.The Debtors request authority to (a) continue using the Cash Management System and Credit Card Program in a similar manner as they did before the Petition Date and (b) implement ordinary course changes to the Cash Management System consistent with past practices. The Debtors submit that the foregoing relief is appropriate under section 363(c) of the Bankruptcy Code, which authorizes a debtor in possession operating its business pursuant to section 1108 of the Bankruptcy Code to “enter into transactions . . . in the ordinary course of business without notice or a hearing, and . . . use property of the estate in the ordinary course of business without notice or a hearing.” 11 U.S.C. § 363(c)(1).

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22.One purpose of section of 363 of the Bankruptcy Code is to provide a debtor with the flexibility to engage in the ordinary course transactions required to operate its business without undue supervision by its creditors or the court. See, e.g., In re Roth Am., Inc., 975 F.2d 949, 952 (3d Cir. 1992) (“Section 363 is designed to strike [a] balance, allowing a business to continue its daily operations without excessive court or creditor oversight and protecting secured creditors and others from dissipation of the estate’s assets.”) (citations omitted); In re Vision Metals, Inc., 325 B.R. 138, 145 (Bankr. D. Del. 2005) (same). Included within the purview of section 363(c) of the Bankruptcy Code is a debtor’s ability to continue “routine transactions” necessitated by a debtor’s business practices. See, e.g., In re Nellson Nutraceutical, Inc., 369 B.R. 787, 796 (Bankr. D. Del. 2007) (noting that courts have shown a reluctance to interfere in a debtor’s making of routine, day-to-day business decisions) (citations omitted); In re Vision Metals, 325 B.R. at 142 (“[W]hen a chapter 11 debtor in possession continues to operate its business, as permitted by section 1108, no court authorization is necessary for the debtor to enter transactions that fall within the ordinary course of its business.”).

23.The Bankruptcy Code does not define “ordinary course of business.” In determining whether a transaction qualifies as “ordinary course”, the Third Circuit has adopted the “horizontal” dimension test (i.e., whether “from an industry-wide perspective, the transaction is of the sort commonly undertaken by companies in that industry”) and “vertical” dimension test (i.e., whether the transaction “is consistent with the reasonable expectations of hypothetical creditors”). In re Roth Am., Inc., 975 F.2d at 953. “The touchstone of ‘ordinariness’ is . . . the interested parties’ reasonable expectations of what transactions the debtor in possession is likely to enter in the course of its business.” Id. (citing In re James A. Phillips, Inc., 29 B.R. 391, 394 (Bankr. S.D.N.Y. 1983)); see alsoIn re Nellson Nutraceutical, Inc., 369 B.R. at 797 (“In other words, the vertical analysis looks at the ‘debtor’s pre-petition business practices and conduct.’”); Sportsman’s Warehouse, Inc. v. McGillis/Eckman Invs.-Billings, LLC (In re Sportsman’s Warehouse, Inc.), Case No. 09-10990 (CSS), 2013

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Bankr. LEXIS 497, at *30 (Bankr. D. Del. Feb. 7, 2013) (“In determining whether a transaction is in the ordinary course of business, the Third Circuit has adopted the two-part horizontal and vertical dimension test”); In re Blitz U.S.A., Inc., 475 B.R. 209, 214 (Bankr. D. Del. 2012) (same).

24.Included within the purview of section 363(c) is a debtor’s ability to continue the “routine transactions” necessitated by a debtor’s cash management system. Amdura Nat’l Distrib. Co. v. Amdura Corp. (In re Amdura Corp.), 75 F.3d 1447, 1453 (10th Cir. 1996). Accordingly, the Debtors seek authority under section 363(c)(1) of the Bankruptcy Code to continue the collection and disbursement of cash pursuant to their Cash Management System described above.

25.The Court may also exercise its equitable powers to grant the relief requested herein. Under section 105(a) of the Bankruptcy Code, the Court has expansive equitable powers to fashion any order or decree that is in the interest of preserving or protecting the value of the Debtors’ assets. SeeIn re Combustion Eng’g, Inc., 391 F.3d 190, 236 (3d Cir. 2004) (noting that section 105 “has been construed to give a bankruptcy court ‘broad authority’ to provide equitable relief appropriate to assure the orderly conduct of reorganization proceedings”); In re Nixon, 404 F. App’x 575, 578 (3d Cir. 2010) (“It is well settled that the court’s power under § 105(a) is broad”); In re Nortel Networks, Inc., 532 B.R. 494, 554 (Bankr. D. Del. 2015) (“The Third Circuit has construed [section 105 of the Bankruptcy Code] to give bankruptcy courts ‘broad authority’ to provide appropriate equitable relief to assure the orderly conduct of reorganization proceedings, and to craft flexible remedies that, while not expressly authorized by the Code, effect the result the Code was designed to obtain.”) (citations omitted).

26.Continuing the Debtors’ Cash Management System without interruption is vital to the Debtors’ survival. In particular, an integrated cash management system “allows efficient utilization of cash resources and recognizes the impracticalities of maintaining separate cash accounts for the many different purposes that require cash.” In re Columbia Gas Sys., Inc., 136 B.R. 930, 934 (Bankr. D. Del. 1992), aff’d in partandrev’d in part, 997 F.2d 1039 (3d Cir. 1993), cert. denied sub nom. Official

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Comm. of Unsecured Creditors v. Columbia Gas Transmission Corp., 510 U.S. 1110 (1994). The requirement to maintain all accounts separately “would be a huge administrative burden and [be] economically inefficient.” Columbia Gas, 997 F.2d at 1061; see also In re Southmark Corp., 49 F.3d 1111, 1114 (5th Cir. 1995) (cash management system allows debtor “to administer more efficiently and effectively its financial operations and assets”).

27.The Cash Management System is the mechanism whereby the Debtors are able to transfer their revenue toward the payment of their obligations and without which the Debtors’ operations would be severely disrupted. It is well within the Court’s equitable power under section 105(a) to approve the continued use of the Cash Management System.

28.As noted above, the Cash Management System is similar to those employed by comparable corporate enterprises. Moreover, the relief requested herein seeking to maintain the Debtors’ existing Cash Management System is routinely granted by courts in this district. See, e.g., In re Bonanza Creek Energy, Inc.,Case No. 17-10015 (KJC) (Bankr. D. Del. Jan. 30, 2017); In re Basic Energy Servs., Inc., Case No. 16-12320 (KJC) (Bankr. D. Del. Dec. 8, 2016); In re Key Energy Servs., Inc., Case No. 16-12306 (BLS) (Bankr. D. Del. Nov. 14, 2016); In re Halcón Res. Corp., Case No. 16-11724 (BLS) (Bankr. D. Del. Aug. 19, 2016); In re Seventy Seven Fin. Inc., Case No. 16-11409 (LSS) (Bankr. D. Del. June 28, 2016); In re Offshore Grp. Inv. Ltd., Case No. 15-12422 (BLS) (Bankr. D. Del. Jan. 5, 2016); In re Millennium Lab Holdings II, LLC, Case No. 15-12284 (LSS) (Bankr. D. Del. Dec. 14, 2015).

The Debtors Should Be Allowed To MaintainTheir Existing Bank Accounts and Business Forms

29.It is important that the Debtors be permitted to continue to maintain the Bank Accounts with the same account numbers following the commencement of the Chapter 11 Cases, subject to a prohibition against honoring checks issued or dated before the Petition Date absent a prior order of the

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Court, to avoid delays in payments to administrative creditors, ensure as smooth a transition into chapter 11 as possible with minimal disruption and aid in the Debtors’ efforts to preserve and enhance the value of the Debtors’ estates,

30.By avoiding the disruption and delay to the Debtors’ disbursements that would necessarily result from closing the Bank Accounts and opening new Bank Accounts, all parties in interest, including employees, vendors and counterparties, will be best served by preserving business continuity. The benefit to the Debtors, their business operations and all parties in interest will be considerable. The confusion that would ensue absent the relief requested herein would substantially hinder the Debtors’ restructuring efforts.

31.The Court has authority to waive the strict enforcement of the bank account closing requirements imposed pursuant to the U.S. Trustee Guidelines. Similar relief is routinely granted by courts in this district. See, e.g., In re Bonanza Creek Energy, Inc.,Case No. 17-10015 (KJC) (Bankr. D. Del. Jan. 30, 2017); In re Key Energy Servs., Inc., Case No. 16-12306 (BLS) (Bankr. D. Del. Nov. 14, 2016); In re Halcón Res. Corp., Case No. 16-11724 (BLS) (Bankr. D. Del. Aug. 19, 2016); In re Seventy Seven Fin. Inc., Case No. 16-11409 (LSS) (Bankr. D. Del. June 28, 2016); In re Offshore Grp. Inv. Ltd., Case No. 15-12422 (BLS) (Bankr. D. Del. Jan. 5, 2016); In re Parallel Energy LP, Case No. 15-12263 (KG) (Bankr. D. Del. Dec. 22, 2015); In re New Gulf Res., LLC, Case No. 15-12566 (BLS) (Bankr. D. Del. Dec. 18, 2015); In re Hercules Offshore, Inc., Case No. 15-11685 (KJC) (Bankr. D. Del. Sept. 8, 2015).

32.To minimize expenses, the Debtors further request that they be authorized to continue to use their correspondence and business forms, including, but not limited to, purchase orders, letterhead, checks, invoices, sales order acknowledgements and other business forms (collectively, the “Business Forms”), in each case substantially in the form existing immediately before the Petition Date, without reference to their status as debtors in possession. As a result of the press releases issued

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by the Debtors and other press coverage, parties doing business with the Debtors undoubtedly will be aware of the Debtors’ status as debtors in possession. In the absence of such relief, the Debtors’ estates will be required to bear a potentially significant expense that the Debtors respectfully submit is unwarranted.

33.Once the Debtors’ existing checks have been used, the Debtors will, when reordering checks, ensure that the designation “Debtor in Possession” and the corresponding bankruptcy case number will be printed on all checks. With respect to electronic checks and checks that the Debtors or their agents print themselves, the Debtors will begin printing the “Debtor in Possession” legend on such items within ten days of the date of entry of the interim order approving the relief requested herein. In other cases, courts in this district have allowed debtors to use their prepetition business forms without the “debtors in possession” label with similar conditions. See, e.g., In re Bonanza Creek Energy, Inc.,Case No. 17-10015 (KJC) (Bankr. D. Del. Jan. 30, 2017); In re Basic Energy Servs., Inc., Case No. 16-12320 (KJC) (Bankr. D. Del. Dec. 8, 2016); In re Key Energy Servs., Inc., Case No. 16-12306 (BLS) (Bankr. D. Del. Nov. 14, 2016); In re Parallel Energy LP, Case No. 15-12263 (KG) (Bankr. D. Del. Dec. 22, 2015); In re New Gulf Res., LLC, Case No. 15-12566 (BLS) (Bankr. D. Del. Dec. 18, 2015); In re Santa Fe Gold Corp., Case No. 15-11761 (MFW) (Bankr. D. Del. Aug. 27, 2015); In re EveryWare Global, Inc., Case No. 15-10743 (LSS) (Bankr. D. Del. Apr. 9, 2015).

34.If the Debtors are not permitted to maintain and use the Bank Accounts and continue to use their existing Business Forms as set forth herein, the resulting prejudice will include (a) disruption of the ordinary financial affairs and business operations of the Debtors, (b) delay in the administration of the Debtors’ estates, (c) compromise of the Debtors’ internal controls and accounting system and (d) costs to the Debtors’ estates to set up new systems, open new Bank Accounts and print new Business Forms.

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The Debtors Should Be Authorized To Open and Close Bank Accounts

35.Pursuant to this Motion, the Debtors also seek authorization to implement changes to the Cash Management System in the ordinary course of business, including opening any additional Bank Accounts or closing any existing Bank Account as they may deem necessary and appropriate. The Debtors request that the Court authorize and direct the Banks to honor the Debtors’ requests to close or open, as the case may be, such existing Bank Accounts or additional Bank Accounts; provided, however, that, unless otherwise ordered by the Court, the Debtors shall open any such new Bank Account at a Bank that has executed a Uniform Depository Agreement with the U.S. Trustee or at a Bank willing to immediately execute such an agreement.

36.The Debtors further request that nothing contained in the Proposed Orders granting the relief requested herein shall prevent the Banks from modifying or terminating any Bank Accounts or related services in accordance with the agreements governing such accounts or services.

The Banks Should Be Authorized To Continue To Treat, Service andAdminister the Bank Accounts in the Ordinary Course of Business

37.The Debtors also seek entry of the Proposed Orders granting the Banks authority to continue to treat, service and administer the Bank Accounts as accounts of the respective Debtor as a debtor in possession without interruption and in the ordinary course of business, and to receive, process, honor and pay any and all post-petition checks, drafts, wires or automated clearinghouse transfers (collectively, “ACH Transfers”) drawn on the Bank Accounts by the holders or makers thereof, as the case may be, to the extent that the Debtors have sufficient funds standing to their credit with such Bank.

38.The Debtors request that the Banks (a) be authorized and directed to accept and honor all representations from the Debtors as to which checks, drafts, wires or ACH Transfers should be honored or dishonored, consistent with any order of the Court and governing law, whether such

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checks, drafts, wires or ACH Transfers are dated prior to, on or subsequent to the Petition Date, and whether the Banks believe that the payment is or is not authorized by an order of the Court and (b) have no duty to inquire as to whether such payments are authorized by an order of the Court. Pursuant to the relief requested in this Motion, the Debtors request that the Banks shall not be liable to any party on account of (x) following the Debtors’ instructions or representations as to any order of the Court, (y) the honoring of any prepetition check or item in a good faith belief that the Court has authorized such prepetition check or item to be honored or (z) an innocent mistake made despite implementation of reasonable item handling procedures.

39.The Debtors also request that, in accordance with current practice and any applicable agreement governing the Bank Accounts, the Banks be authorized to “charge back” to the Debtors’ Bank Accounts any amounts incurred by the Banks resulting from returned checks or other returned items, and the Debtors be authorized, but not directed, to pay, in their sole discretion, any fees and expenses owed to the Banks (and the Banks be authorized to debit or charge back to the Bank Accounts for any such fees and expenses unless notified by the Debtors that any such fees or expenses are disputed), in each case, regardless of whether such items were deposited prepetition or post-petition or relate to prepetition or post-petition items.

40.The Debtors further request that any payment from a Bank Account at the request of the Debtors made by a Bank prior to the Petition Date (including any ACH Transfer such Bank is or becomes obligated to settle), or any instruments issued by such Bank on behalf of any Debtor pursuant to a “midnight deadline” or otherwise, be deemed to be paid prepetition regardless of whether or not actually debited from such Bank Account prepetition.

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The Deposit and Investment Requirements of Section 345(b) of theBankruptcy Code Should Be Waived on an Interim Basis

41.Section 345 of the Bankruptcy Code governs a debtor’s deposit and investment of cash during a chapter 11 case and authorizes deposits or investments of money as “will yield the maximum reasonable net return on such money, taking into account the safety of such deposit or investment.” 11 U.S.C. § 345(a). For deposits or investments that are not “insured or guaranteed by the United States or by a department, agency or instrumentality of the United States or backed by the full faith and credit of the United States,” section 345(b) of the Bankruptcy Code requires the estate to obtain, from the entity with which the money is deposited or invested, a bond in favor of the United States and secured by the undertaking of an adequate corporate surety, unless the court, for cause, orders otherwise.

42.Pursuant to Local Rule 2015-2(b), and subject to certain exceptions not relevant here, a waiver of the requirements set forth in section 345(b) of the Bankruptcy Code may not be granted without notice and a hearing. However, Local Rule 2015-2(b) provides that “if a motion for such a waiver is filed on the first day of a chapter 11 case in which there are more than 200 creditors, the Court may grant an interim waiver until a hearing on the debtor’s motion can be held.” Del. Bankr. L.R. 2015-2(b).

43.Here, the Debtors satisfy both the procedural and substantive requirements necessary to obtain an interim waiver of section 345(b) of the Bankruptcy Code. The Debtors have filed this Motion on the first day of the Chapter 11 Cases and the Debtors, collectively, have more than 200 creditors. Accordingly, the Debtors’ present request for an interim waiver is appropriate.

44.The Debtors submit that cause exists to waive the investment and deposit restrictions of section 345(b) of the Bankruptcy Code on an interim basis, as set forth in the Proposed Order, to the extent that the Debtors’ cash management deposits do not comply. The Banks at which the Debtors

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maintain Bank Accounts are financially stable banking institutions and are FDIC insured (up to an applicable unit per account). Because the Debtors do not and do not plan to have any investments other than cash, the Debtors do not believe that any additional guaranties or sureties are necessary.

45.Courts in other large chapter 11 cases in this district have regularly granted such an interim waiver under similar circumstances. See, e.g., In re Bonanza Creek Energy, Inc.,Case No. 17-10015 (KJC) (Bankr. D. Del. Jan. 30, 2017); In re Key Energy Servs., Inc., Case No. 16-12306 (BLS) (Bankr. D. Del. Oct. 25, 2016); In re Seventy Seven Fin. Inc., Case No.
16-11409 (LSS) (Bankr. D. Del. June 8, 2016); In re New Gulf Res., LLC, Case No. 15-12566 (BLS) (Bankr. D. Del. Dec. 18, 2015); In re Haggen Holdings, LLC, Case No. 15-11874 (KG) (Bankr. D. Del. Sep. 10, 2015); In re The Standard Register Co., Case No. 15-10541 (BLS) (Bankr. D. Del. Mar. 13, 2015).

Necessity for Immediate Relief

46.Bankruptcy Rule 6003 provides that “[e]xcept to the extent that relief is necessary to avoid immediate and irreparable harm, the court shall not, within 21 days after the filing of the petition, issue an order granting ...(b) a motion to use, sell, lease, or otherwise incur an obligation regarding property of the estate, including a motion to pay all or part of a claim that arose before the filing of the petition ....” Fed. R. Bankr. P. 6003. If the Debtors are not permitted to continue their ordinary business operations by continuing to use their Cash Management System, the Credit Card Program and Business Forms in their current form, the Debtors could suffer immediate and irreparable harm. Accordingly, the Debtors respectfully submit that, because of the reasons set forth herein, Bankruptcy Rule 6003 has been satisfied.

Debtors’ Reservation of Rights

47.Nothing contained herein is intended or should be construed as or deemed to constitute an agreement or admission as to the validity of any claim against the Debtors on any grounds, a waiver

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or impairment of the Debtors’ rights to dispute any claim on any grounds or assumption or rejection of any agreement, contract or lease under section 365 of the Bankruptcy Code. The Debtors expressly reserve their rights to contest any claims related to their Cash Management System. Likewise, if the Court grants the relief sought herein, any payment made pursuant to the Court’s order is not intended and should not be construed as an admission as to the validity of any claim or a waiver of the Debtors’ rights to dispute such claim subsequently.

Waiver of Stay Under Bankruptcy Rule 6004(h)

48.The Debtors also request that, to the extent applicable to the relief requested in this Motion, the Court waive the stay imposed by Bankruptcy Rule 6004(h), which provides that “[a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise.” Fed. R. Bankr. P. 6004(h). As described above, the relief that the Debtors seek in this Motion is necessary for the Debtors to operate their businesses without interruption and to preserve value for their estates. Accordingly, the Debtors respectfully request that the Court waive the 14-day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought herein justifies immediate relief.

Notice

49.Notice of this Motion will be provided to (a)the U.S. Trustee, (b) each of the Debtors’ 20 largest unsecured creditors on a consolidated basis, (c) each of the Debtors’ 20 largest unsecured creditors on a consolidated basis, (c) Brown Rudnick LLP, as counsel to (i) that certain ad hoc consortium of (x) holders of 5.00% convertible senior subordinated notes due 2019 issued by TerraVia pursuant to that certain Indenture, dated as of April 1, 2014, between TerraVia and GLAS Trust Company LLC (“GLAS”), as successor trustee to Wells Fargo and (y) holders of 6.00% convertible senior subordinated notes due 2018 issued by TerraVia pursuant to that certain Indenture, dated as of January 24, 2013, between TerraVia and Wilmington Trust, N.A. (“Wilmington”), as successor trustee

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to Wells Fargo, (ii) the lenders under the Debtors’ post-petition debtor-in-possession financing facility (the “DIP Facility”) and (iii) Wilmington Savings Fund Society, FSB, the administrative agent under the DIP Facility (the “DIP Agent”), (d) Seward & Kissel LLP, as counsel to GLAS, (e) Katten Muchin Rosenman LLP, as counsel to Wilmington, (f) Winston & Strawn LLP, as counsel to the DIP Agent, (g)  Baker & McKenzie LLP and Whiteford Taylor Preston, LLP, as counsel to Corbion N.V., the proposed stalking horse bidder to purchase certain assets of the Debtors, (h) the Securities and Exchange Commission, (i) the Internal Revenue Service, (j) the United States Attorney’s Office for the District of Delaware and (k) each of the Banks listed on Exhibit A (collectively, the “NoticeParties”).

50.Notice of this Motion and any order entered hereon will be served on all parties required by Local Rule9013-1(m). A copy of this Motion and any order approving it will also be made available on the Debtors’ case information website located at http://www.kccllc.net/TerraVia. Based on the urgency of the circumstances surrounding this Motion and the nature of the relief requested herein, the Debtors respectfully submit that no further notice is required.

No Prior Request

51.The Debtors have not previously sought the relief requested herein from the Court or any other court.

WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Orders, substantially in the forms attached hereto as Exhibit C and Exhibit D, respectively, granting the relief requested herein and such other and further relief as the Court deems just and proper.

Dated: August 2, 2017Wilmington, Delaware

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Respectfully submitted,

RICHARDS, LAYTON & FINGER, P.A.

/s/ Mark D. Collins

Mark D. Collins (No. 2981)
Amanda R. Steele (No. 5530)

One Rodney Square

920 North King Street

Wilmington, Delaware 19801

Tel.: (302) 651-7700

Fax: (302) 651-7701

collins@rlf.comsteele@rlf.com

-and-

DAVIS POLK & WARDWELL LLP

Damian S. Schaible (pro hac vice pending)

Steven Z. Szanzer (pro hac vice pending)

Adam L. Shpeen (pro hac vice pending)

450 Lexington Avenue

New York, New York 10017

Tel.: (212) 450-4000

Fax: (212) 701-5800damian.schaible@davispolk.com
steven.szanzer@davispolk.comadam.shpeen@davispolk.com

Proposed Counsel to the Debtors and Debtors in Possession

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Exhibit A

The Bank Accounts

Bank Accounts

DEBTOR	FINANCIAL INSTITUTION	ACCOUNT NUMBER	ACCOUNT DESCRIPTION
TerraVia Holdings, Inc.	Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, CA 94014	******6219	Operating Account
TerraVia Holdings, Inc.	Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, CA 94014	******9115	Multi-Currency Euro Account
TerraVia Holdings, Inc.	Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, CA 94014	******8171	Inactive Account
TerraVia Holdings, Inc.	Wells Fargo Bank, National Association IRT – Minneapolis 550 S. 4th Street MAC N9310-084 Minneapolis, MN 55415	****0500	Money Market Account
TerraVia Holdings, Inc.	Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054	******3608	Restricted Cash Account
TerraVia Holdings, Inc.	Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054	******3635	Unrestricted Cash Account

Exhibit B

Schematic Diagram of Cash Management System

Exhibit C

Proposed Interim Order

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

_________________________________________
In re: TERRAVIA HOLDINGS, INC., et al., Debtors.	) ) ) ) ) ) )	Chapter 11 Case No. 17-__________ (___) Jointly Administered
_________________________________________ )

INTERIM ORDER AUTHORIZING (I) THE DEBTORS TO CONTINUE TO MAINTAIN EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, CREDIT CARD PROGRAM AND BUSINESS FORMS AND (II) FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

Upon the motion (the “Motion”) of TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.) and certain of its subsidiaries that are debtors and debtors in possession in the Chapter 11 Cases (collectively, the “Debtors”) for entry of interim and final orders, pursuant to sections 105(a), 345 and 363(c)(1) of the Bankruptcy Code, (i) authorizing, but not directing, the Debtors to (a) continue to use their Cash Management System, (b) maintain, open and close Bank Accounts, (c) maintain the Credit Card Program and (d) maintain the Business Forms and (ii) waiving the requirements of section 345(b) of the Bankruptcy Code, in each case, on an interim basis and as more fully described in the Motion; and the Court having jurisdiction to consider the matters raised in the Motion pursuant to 28 U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having authority to hear the matters raised in the Motion pursuant to 28 U.S.C. § 157; and the Court having venue pursuant to 28 U.S.C. §§ 1408 and

1409; and consideration of the Motion and the requested relief being a core proceeding that the Court can determine pursuant to 28 U.S.C. § 157(b)(2); and due and proper notice of the Motion and opportunity for a hearing on the Motion having been given to the parties listed therein, and it appearing that no other or further notice need be provided; and the Court having reviewed and considered the Motion and the Painter Declaration; and the Court having held an interim hearing on the Motion (the “Interim Hearing”); and the Court having determined that the legal and factual bases set forth in the Motion and at the Interim Hearing establish just cause for the relief granted herein; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their creditors, their estates and all other parties in interest; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

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1.The relief requested in the Motion is hereby granted on an interim basis as set forth herein.

2.The Debtors are authorized, but not directed, pursuant to sections 105(a) and 363(c)(1) of the Bankruptcy Code, to continue, in their sole discretion, to maintain, operate and make transfers under their Cash Management System as described in the Motion.

3.The Debtors shall maintain full, accurate and complete records of all transfers within the Cash Management System at least to the same extent as they were recorded by the Debtors before the Petition Date in order to reconcile net amounts that may become due from one Debtor to another Debtor or non-Debtor affiliate in respect to cash disbursements or transfers made between them or for their benefit from and after the Petition Date. A Debtor that is owed money from another Debtor on account of cash disbursements or transfers made from and after the Petition Date shall have an administrative claim against any other Debtor or non-Debtor affiliate in respect to any such post-petition disbursement or transfer.

4.The Debtors are authorized, but not directed, to continue, in their sole discretion, to maintain the Bank Accounts with the same account numbers following the commencement of the Chapter 11 Cases.

5.The Banks are authorized and directed to (a) continue to treat, service and administer the Bank Accounts, as accounts of the respective Debtor as a debtor in possession, without interruption and in the ordinary course of business and (b) receive, process, honor and pay any and all post-petition checks, drafts, wires or ACH Transfers drawn on the Bank Accounts by the holders or makers thereof, as the case may be, to the extent that the Debtors have sufficient funds standing to their credit with such Bank.

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6.The Banks (a) are authorized and directed to accept and honor all representations from the Debtors as to which checks, drafts, wires or ACH Transfers should be honored or dishonored, consistent with any order of the Court and governing law, whether such checks, drafts, wires or ACH Transfers are dated prior to, on or subsequent to the Petition Date, and whether the Banks believe that the payment is or is not authorized by an order of the Court and (b) have no duty to inquire as to whether such payments are authorized by an order of the Court.

7.The Banks shall not be liable to any party on account of (a) following the Debtors’ instructions or representations as to any order of the Court, (b) the honoring of any prepetition check or item in a good faith belief that the Court has authorized such prepetition check or item to be honored or (c) an innocent mistake made despite implementation of reasonable item handling procedures.

8.In accordance with current practice and any applicable agreement governing the Bank Accounts, the Banks are authorized to “charge back” to the Bank Accounts any amounts incurred by the Banks resulting from returned checks or other returned items, and the Debtors are authorized, but not directed, in their sole discretion, to pay any fees and expenses owed to the Banks (and the Banks are authorized to debit or charge back the Bank Accounts for any such fees and expenses unless notified by the Debtors that any such fees or expenses are disputed), in each case regardless of whether such items were deposited prepetition or post-petition or relate to prepetition or post-petition items.

9.Any payment from a Bank Account at the request of the Debtors made by a Bank prior to the Petition Date (including any ACH Transfer such Bank is or becomes obligated to settle), or any instruments issued by such Bank on behalf of any Debtor pursuant to a “midnight

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deadline” or otherwise, shall be deemed to be paid prepetition, regardless of whether or not actually debited from such Bank Account prepetition.

10.The Debtors are authorized, but not directed, in their sole discretion, to implement changes to the Cash Management System in the ordinary course of business, including opening any additional Bank Accounts or closing any existing Bank Account, as they may deem necessary and appropriate, upon notice to and with the prior consent of the DIP Agent (at the direction of the Required DIP Lenders), which consent shall not be unreasonably withheld (each as defined in the DIP Order (as defined below)).

11.The Banks are authorized and directed to honor the Debtors’ requests (which shall be in compliance with the foregoing Paragraph 10) to close or open, as the case may be, existing Bank Accounts or additional Bank Accounts, the Debtors shall give notice to the U.S. Trustee and any statutory committee appointed in the Chapter 11 Cases within 14 days of opening a new Bank Account or closing an existing Bank Account; provided, however, that, unless otherwise ordered by the Court, the Debtors shall open any new Bank Account at a Bank that has executed a Uniform Depository Agreement with the U.S. Trustee or at a Bank willing to immediately execute such an agreement.

12.For Banks that have not signed a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall have 45 days from the Petition Date (the “Extension Period”) within which to comply with section 345(b) of the Bankruptcy Code or to make arrangements (subject to Paragraph 10 hereof) to which the U.S. Trustee agrees, and such extension is without prejudice to the Debtors’ right to request a further extension of the Extension Period or waiver of the requirements of section 345(b) of the Bankruptcy Code in the Chapter 11 Cases. For Banks that

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have signed a Uniform Depository Agreement with the U.S. Trustee, all Bank Accounts with such Banks are deemed to satisfy section 345(b) of the Bankruptcy Code.

13.Within 14 days of the date of entry of this Order, with respect to Banks that are party to a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall (a) contact each Bank, (b) provide the Bank with each of the Debtors’ tax identification numbers and (c) identify each of their Bank Accounts held at such Bank as being held by a debtor in possession in a bankruptcy case.

14.Within 30 days of the date of entry of this Order, with respect to Banks that are not party to a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall send the Banks a Uniform Depository Agreement in a form prescribed by the U.S. Trustee and request that the Banks execute said Uniform Depository Agreement. The U.S. Trustee’s rights to seek relief from the Court on notice in the event that the aforementioned Banks are unwilling to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved.

15.Nothing contained herein shall prevent the Banks from modifying or terminating any Bank Accounts or related services in accordance with the agreements governing such accounts or services.

16.The Debtors, in their sole discretion, are authorized, but not directed, to continue to use the Business Forms substantially in the forms existing immediately before the Petition Date, without reference to their status as debtors in possession; provided,that once the Debtors’ existing checks have been used, the Debtors will, when reordering checks, ensure that the designation “Debtor in Possession” and the corresponding bankruptcy case number be printed on all checks; provided further that, with respect to electronic checks and checks that the Debtors or

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their agents print themselves, the Debtors will begin printing the “Debtor in Possession” legend on such items within ten days of the date of entry of this Order.

17.Notwithstanding anything contained herein, despite the Debtors’ use of a consolidated cash management system, the Debtors shall calculate their quarterly fees under 28 U.S.C. § 1930(a)(6) based on disbursements of each Debtor, regardless of which Debtor pays those disbursements.

18.The Debtors, in their sole discretion, are authorized, but not directed, to maintain and continue to use their Credit Card Program consistent with its terms, including the payment of any obligations thereunder whether arising on, before or after the Petition Date.

19.A final hearing to consider the relief requested in the Motion shall be held on, ________________, 2017 at _______ (Prevailing Eastern Time) and any objections or responses to the Motion shall be filed and served on the Notice Parties so as to be actually received on or prior to ___________________, 2017 at 4:00 p.m. (Prevailing Eastern Time).

20.Nothing in this Order or any action taken by the Debtors in furtherance of the implementation hereof shall be construed as or deemed to constitute an assumption or rejection of any agreement, contract or lease under section 365 of the Bankruptcy Code, and all of the Debtors’ rights with respect to such matters are expressly reserved.

21.Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall (a) create, nor is it intended to create, any rights in favor of, or enhance the status of any claim held by, any person or entity or (b) be deemed to convert the priority of any claim from a prepetition claim into an administrative expense claim.

22.Nothing in this Order nor the Debtors’ payment of claims pursuant to this Order shall be construed as or deemed to constitute (a) an agreement or admission by the Debtors as to

-7-

the validity of any claim against the Debtors on any grounds, (b) a waiver or impairment of the Debtors’ rights to dispute any claim on any grounds, (c) a promise by the Debtors to pay any claim or (d) an implication or admission by the Debtors that such claim is payable pursuant to this Order.

23.Notwithstanding anything to the contrary in this Order, in the event of any inconsistency between the terms of this Order and the terms of any order of this Court approving the debtor-in-possession financing facility and use of cash collateral (the “DIP Order”), the terms of the DIP Order shall govern.

24.For the reasons set forth on the Motion, Bankruptcy Rule 6003 has been satisfied.

25.Any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h)) or Local Rule that might otherwise delay the effectiveness of this Order is hereby waived, and the terms and conditions of this Order shall be effective and enforceable immediately upon its entry.

26.The Debtors are authorized to take all such actions as are necessary or appropriate to implement the terms of this Order.

27.Proper, timely, adequate and sufficient notice of the Motion has been provided in accordance with and satisfaction of the Bankruptcy Code, Bankruptcy Rules and the Local Rules, and no other or further notice of the Motion or the entry of this Order shall be required.

28.The Court shall retain exclusive jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and enforcement of this Order.

Dated: ___________________, 2017Wilmington, Delaware

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UNITED STATES BANKRUPTCY JUDGE

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Exhibit D

Proposed Final Order

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: TERRAVIA HOLDINGS, INC., et al., Debtors. Chapter 11 Case No. 17-__________ (___) Jointly Administered

FINAL ORDER AUTHORIZING (I) THE DEBTORS TO CONTINUE TO MAINTAIN EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, CREDIT CARD PROGRAM AND BUSINESS FORMS AND (II) FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

Upon the motion (the “Motion”) of TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.) and certain of its subsidiaries that are debtors and debtors in possession in the Chapter 11 Cases (collectively, the “Debtors”) for entry of interim and final orders, pursuant to sections 105(a), 345 and 363(c)(1) of the Bankruptcy Code, (i) authorizing, but not directing, the Debtors to (a) continue to use their Cash Management System, (b) maintain, open and close the Bank Accounts, (c) maintain the Credit Card Program and (d) maintain the Business Forms and (ii) waiving the requirements of section 345(b) of the Bankruptcy Code, in each case, as more fully described in the Motion; and the Court having jurisdiction to consider the matters raised in the Motion pursuant to 28 U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware,dated February 29, 2012; and the Court having authority to hear the matters raised in the Motion pursuant to 28 U.S.C. § 157; and the Court having venue pursuant to 28 U.S.C. §§ 1408 and 1409; and consideration of the Motion and the requested relief being a core proceeding that the Court can determine pursuant to

28 U.S.C. § 157(b)(2); and due and proper notice of the Motion and opportunity for a hearing on the Motion having been given to the parties listed therein, and it appearing that no other or further notice need be provided; and the Court having reviewed and considered the Motion and the Painter Declaration; and the Court having held an interim hearing on the Motion; and the Court having granted interim relief on the Motion on __________________ , 2017 (D.I. [•]); [and the Court having held a final hearing on the Motion (the “Final Hearing”);] and the Court having determined that the legal and factual bases set forth in the Motion [and at the Final Hearing] establish just cause for the relief granted herein; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their creditors, their estates and all other parties in interest; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

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1.The relief requested in the Motion is hereby granted as set forth herein.

2.The Debtors, in their sole discretion, are authorized, but not directed, pursuant to sections 105(a) and 363(c)(1) of the Bankruptcy Code, to continue to maintain, operate and make transfers under their Cash Management System as described in the Motion.

3.The Debtors shall maintain full, accurate and complete records of all transfers within the Cash Management System at least to the same extent as they were recorded by the Debtors before the Petition Date in order to reconcile net amounts that may become due from one Debtor to another Debtor or non-Debtor affiliate in respect to cash disbursements or transfers made between them or for their benefit from and after the Petition Date. A Debtor that is owed money from another Debtor on account of cash disbursements or transfers made from and after the Petition Date shall have an administrative claim against any other Debtor or non-Debtor affiliate in respect to any such post-petition disbursement or transfer.

4.The Debtors, in their sole discretion, are authorized, but not directed, to continue to maintain the Bank Accounts with the same account numbers following the commencement of the Chapter 11 Cases.

5.The Banks are authorized and directed to (a) continue to treat, service and administer the Bank Accounts, as accounts of the respective Debtor as a debtor in possession, without interruption and in the ordinary course of business and (b) receive, process, honor and pay any and all post-petition checks, drafts, wires or ACH Transfers drawn on the Bank Accounts by the holders or makers thereof, as the case may be, to the extent that the Debtors have sufficient funds standing to their credit with such Bank.

6.The Banks (a) are authorized and directed to accept and honor all representations from the Debtors as to which checks, drafts, wires or ACH Transfers should be honored or

-3-

dishonored, consistent with any order of the Court and governing law, whether such checks, drafts, wires or ACH Transfers are dated prior to, on or subsequent to the Petition Date, and whether the Banks believe that the payment is or is not authorized by an order of the Court and (b) have no duty to inquire as to whether such payments are authorized by an order of the Court.

7.The Banks shall not be liable to any party on account of (a) following the Debtors’ instructions or representations as to any order of the Court, (b) the honoring of any prepetition check or item in a good faith belief that the Court has authorized such prepetition check or item to be honored or (c) an innocent mistake made despite implementation of reasonable item handling procedures.

8.In accordance with current practice and any applicable agreement governing the Bank Accounts, the Banks are authorized to “charge back” to the Bank Account any amounts incurred by the Banks resulting from returned checks or other returned items, and the Debtors are authorized, but not directed, in their sole discretion, to pay any fees and expenses owed to the Banks (and the Banks are authorized to debit or charge back the Bank Accounts for any such fees and expenses unless notified by the Debtors that any such fees or expenses are disputed), in each case regardless of whether such items were deposited prepetition or post-petition or relate to prepetition or post-petition items.

9.Any payment from a Bank Account at the request of the Debtors made by a Bank prior to the Petition Date (including any ACH Transfer such Bank is or becomes obligated to settle), or any instruments issued by such Bank on behalf of any Debtor pursuant to a “midnight deadline” or otherwise, shall be deemed to be paid prepetition, regardless of whether or not actually debited from such Bank Account prepetition.

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10.The Debtors are authorized, but not directed, in their sole discretion, to implement changes to the Cash Management System in the ordinary course of business, including opening any additional Bank Accounts or closing any existing Bank Account, as they may deem necessary and appropriate, upon notice to and with the prior consent of the DIP Agent (at the direction of the Required DIP Lenders), which consent shall not be unreasonably withheld (each as defined in the DIP Order (as defined below)).

11.The Banks are authorized and directed to honor the Debtors’ requests (which shall be in compliance with the foregoing Paragraph 10) to close or open, as the case may be, existing Bank Accounts or additional Bank Accounts, the Debtors shall give notice to the U.S. Trustee and any statutory committee appointed in the Chapter 11 Cases within 14 days of opening a new Bank Account or closing an existing Bank Account; provided, however, that, unless otherwise ordered by the Court, the Debtors shall open any new Bank Account at a Bank that has executed a Uniform Depository Agreement with the U.S. Trustee or at a Bank willing to immediately execute such an agreement.

12.For Banks that have not signed a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall have 45 days from the Petition Date (the “Extension Period”) within which to comply with section 345(b) of the Bankruptcy Code or to make arrangements (subject to Paragraph 10 hereof) to which the U.S. Trustee agrees, and such extension is without prejudice to the Debtors’ right to request a further extension of the Extension Period or waiver of the requirements of section 345(b) of the Bankruptcy Code in the Chapter 11 Cases. For Banks that have signed a Uniform Depository Agreement with the U.S. Trustee, all Bank Accounts with such Banks are deemed to satisfy section 345(b) of the Bankruptcy Code.

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13.Nothing contained herein shall prevent the Banks from modifying or terminating any Bank Accounts or related services in accordance with the agreements governing such accounts or services.

14.The Debtors, in their sole discretion, are authorized, but not directed, to continue to use the Business Forms substantially in the forms existing immediately before the Petition Date, without reference to their status as debtors in possession; provided,that once the Debtors’ existing checks have been used, the Debtors will, when reordering checks, ensure that the designation “Debtor in Possession” and the corresponding bankruptcy case number be printed on all checks.

15.Notwithstanding anything contained herein, despite the Debtors’ use of a consolidated cash management system, the Debtors shall calculate their quarterly fees under 28 U.S.C. § 1930(a)(6) based on disbursements of each Debtor, regardless of which Debtor pays those disbursements.

16.The Debtors are, in their sole discretion, authorized, but not directed, to maintain and continue to use their Credit Card Program consistent with its terms, including the payment of any obligations thereunder whether arising on, before or after the Petition Date.

17.Nothing in this Order or any action taken by the Debtors in furtherance of the implementation hereof shall be construed as or deemed to constitute an assumption or rejection of any agreement, contract or lease under section 365 of the Bankruptcy Code, and all of the Debtors’ rights with respect to such matters are expressly reserved.

18.Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall (a) create, nor is it intended to create, any rights in favor of, or

-6-

enhance the status of any claim held by, any person or entity or (b) be deemed to convert the priority of any claim from a prepetition claim into an administrative expense claim.

19.Nothing in this Order nor the Debtors’ payment of claims pursuant to this Order shall be construed as or deemed to constitute (a) an agreement or admission by the Debtors as to the validity of any claim against the Debtors on any grounds, (b) a waiver or impairment of any Debtors’ rights to dispute any claims on any grounds, (c) a promise by the Debtors to pay any claim or (d) an implication or admission by the Debtors that such claim is payable pursuant to this Order.

20.Notwithstanding anything to the contrary in this Order, in the event of any inconsistency between the terms of this Order and the terms of any order of this Court approving the debtor-in-possession financing facility and use of cash collateral (the “DIP Order”), the terms of the DIP Order shall govern.

21.For the reasons set forth in the Motion, Bankruptcy Rule 6003 is satisfied.

22.Any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h)) or Local Rule that might otherwise delay the effectiveness of this Order is hereby waived, and the terms and conditions of this Order shall be effective and enforceable immediately upon its entry.

23.The Debtors are authorized to take all such actions as are necessary or appropriate to implement the terms of this Order.

24.Proper, timely, adequate and sufficient notice of the Motion has been provided in accordance with and satisfaction of the Bankruptcy Code, Bankruptcy Rules and the Local Rules, and no other or further notice of the Motion or the entry of this Order shall be required.

25.The Court shall retain exclusive jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and enforcement of this Order.

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Dated: ___________________, 2017Wilmington, Delaware

UNITED STATES BANKRUPTCY JUDGE

-8-

ORIGINAL

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: TERRAVIA HOLDINGS, INC., et al., Debtors.	: : : : : :	Chapter 11 Case No. 17-11655 (CSS) Jointly Administered
		Re: Docket No. 4

INTERIM ORDER AUTHORIZING (I) THE DEBTORS TO CONTINUE TO MAINTAIN EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, CREDIT CARD PROGRAM AND BUSINESS FORMS AND (II) FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

Upon the motion (the “Motion”) of TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.) and certain of its subsidiaries that are debtors and debtors in possession in the Chapter 11 Cases (collectively, the “Debtors”) for entry of interim and final orders, pursuant to sections 105(a), 345 and 363(c)(1) of the Bankruptcy Code, (i) authorizing, but not directing, the Debtors to (a) continue to use their Cash Management System, (b) maintain, open and close Bank Accounts, (c) maintain the Credit Card Program and (d) maintain the Business Forms and (ii) waiving the requirements of section 345(b) of the Bankruptcy Code, in each case, on an interim basis and as more fully described in the Motion; and the Court having jurisdiction to consider the matters raised in the Motion pursuant to 28 U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having authority to hear the matters raised in the Motion pursuant to 28 U.S.C. § 157; and the Court having venue pursuant to 28 U.S.C. §§ 1408 and 1409; and consideration of the Motion and the requested relief being a core proceeding that the Court can determine pursuant to 28 U.S.C. § 157(b)(2); and due and proper notice of the Motion and opportunity for a hearing on the Motion having been given to the parties listed therein, and

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it appearing that no other or further notice need be provided; and the Court having reviewed and considered the Motion and the Painter Declaration; and the Court having held an interim hearing on the Motion (the “Interim Hearing”); and the Court having determined that the legal and factual bases set forth in the Motion and at the Interim Hearing establish just cause for the relief granted herein; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their creditors, their estates and all other parties in interest; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

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1.    The relief requested in the Motion is hereby granted on an interim basis as set forth herein.

2.    The Debtors are authorized, but not directed, pursuant to sections 105(a) and 363(c)(1) of the Bankruptcy Code, to continue, in their sole discretion, to maintain, operate and make transfers under their Cash Management System as described in the Motion..

3.    The Debtors shall maintain full, accurate and complete records of all transfers within the Cash Management System at least to the same extent as they were recorded by the Debtors before the Petition Date in order to reconcile net amounts that may become due from one Debtor to another Debtor or non-Debtor affiliate in respect to cash disbursements or transfers made between them or for their benefit from and after the Petition Date.  All intercompany activities will be recorded in the Debtors’ books and records in such a manner that all intercompany transactions can be readily ascertained. Notwithstanding anything to the contrary herein, all transfers to non-debtor affiliates (including transfers to fund the obligations of SB Oils with the consent of the “Required DIP Lenders” (as defined in the order of this Court approving the debtor-in-possession financing facility)), if any, shall be subject to a maximum aggregate cap of $1,475,000. A Debtor that is owed money from another Debtor on account of cash disbursements or transfers made from and after the Petition Date shall have an administrative claim against any other Debtor or non-Debtor affiliate in respect to any such postpetition disbursement or transfer. 

4.    The Debtors are authorized, but not directed, to continue, in their sole discretion, to maintain the Bank Accounts with the same account numbers following the commencement of the Chapter 11 Cases.

5.    The Banks are authorized, but not directed, (a) continue to treat, service and administer the Bank Accounts, as accounts of the respective Debtor as a debtor in possession, without interruption and in the ordinary course of business and (b) receive, process, honor and pay any and all post-petition

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checks, drafts, wires or ACH Transfers drawn on the Bank Accounts by the holders or makers thereof, as the case may be, to the extent that the Debtors have sufficient funds standing to their credit with such Bank.

6.    The Banks (a) are authorized, but not directed, to accept and honor all representations from the Debtors as to which checks, drafts, wires or ACH Transfers should be honored or dishonored, consistent with any order of the Court and governing law, whether such checks, drafts, wires or ACH Transfers are dated prior to, on or subsequent to the Petition Date, and whether the Banks believe that the payment is or is not authorized by an order of the Court and (b) have no duty to inquire as to whether such payments are authorized by an order of the Court.

7.    The Banks shall not be liable to any party on account of (a) following the Debtors’ instructions or representations as to any order of the Court, (b) the honoring of any prepetition check or item in a good faith belief that the Court has authorized such prepetition check or item to be honored or (c) an innocent mistake made despite implementation of reasonable item handling procedures.

8.    In accordance with current practice and any applicable agreement governing the Bank Accounts, the Banks are authorized to “charge back” to the Bank Accounts any amounts incurred by the Banks resulting from returned checks or other returned items, and the Debtors are authorized, but not directed, in their sole discretion, to pay any fees and expenses owed to the Banks (and the Banks are authorized to debit or charge back the Bank Accounts for any such fees and expenses unless notified by the Debtors that any such fees or expenses are disputed), in each case regardless of whether such items were deposited prepetition or post-petition or relate to prepetition or post-petition items.

9.    Any payment from a Bank Account at the request of the Debtors made by a Bank prior to the Petition Date (including any ACH Transfer such Bank is or becomes obligated to settle), or any instruments issued by such Bank on behalf of any Debtor pursuant to a “midnight deadline” or

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otherwise, shall be deemed to be paid prepetition, regardless of whether or not actually debited from such Bank Account prepetition.

10.    The Debtors are authorized, but not directed, in their sole discretion, to implement changes to the Cash Management System in the ordinary course of business, including opening any additional Bank Accounts or closing any existing Bank Account, as they may deem necessary and appropriate, upon notice to and with the prior consent of the DIP Agent (at the direction of the Required DIP Lenders) which consent shall not be unreasonably withheld (each as defined in the DIP Order (as defined below)) and upon notice to any statutory committee appointed in the Chapter 11 Cases.

11.    The Banks are authorized, but not directed, to honor the Debtors’ requests (which shall be in compliance with the foregoing Paragraph 10) to close or open, as the case may be, existing Bank Accounts or additional Bank Accounts, the Debtors shall give notice to the U.S. Trustee and any statutory committee appointed in the Chapter 11 Cases within 14 days of opening a new Bank Account or closing an existing Bank Account; provided, however, that, unless otherwise ordered by the Court, the Debtors shall open any new Bank Account at a Bank that has executed a Uniform Depository Agreement with the U.S. Trustee or at a Bank willing to immediately execute such an agreement.

12.    Within 14 days of the date of entry of this Order, the Debtors shall (a) contact each Bank, (b) provide the Bank with each of the Debtors’ tax identification numbers and (c) identify each of their Bank Accounts held at such Bank as being held by a debtor in possession in a bankruptcy case.

13.    Nothing contained herein shall prevent the Banks from modifying or terminating any Bank Accounts or related services in accordance with the agreements governing such accounts or services.

14.    The Debtors, in their sole discretion, are authorized, but not directed, to continue to use the Business Forms substantially in the forms existing immediately before the Petition Date, without

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reference to their status as debtors in possession; provided,that once the Debtors’ existing checks have been used, the Debtors will, when reordering checks, ensure that the designation “Debtor in Possession” and the corresponding bankruptcy case number be printed on all checks; provided further that, with respect to electronic checks and checks that the Debtors or their agents print themselves, the Debtors will begin printing the “Debtor in Possession” legend on such items within ten days of the date of entry of this Order.

15.    Notwithstanding anything contained herein, despite the Debtors’ use of a consolidated cash management system, the Debtors shall calculate their quarterly fees under 28 U.S.C. § 1930(a)(6) based on disbursements of each Debtor, regardless of which Debtor pays those disbursements.

16.    The Debtors, in their sole discretion, are authorized, but not directed, to maintain and continue to use their Credit Card Program consistent with its terms, including the payment of any obligations thereunder whether arising on, before or after the Petition Date.

17.    A final hearing to consider the relief requested in the Motion shall be held on, ____9/5___________, 2017 at __2 pm_____ (Prevailing Eastern Time) and any objections or responses to the Motion shall be filed and served on the Notice Parties and any statutory committee appointed in the Chapter 11 Cases so as to be actually received on or prior to ______8/28_____________, 2017 at 4:00 p.m. (Prevailing Eastern Time).

18.    Nothing in this Order or any action taken by the Debtors in furtherance of the implementation hereof shall be construed as or deemed to constitute an assumption or rejection of any agreement, contract or lease under section 365 of the Bankruptcy Code, and all of the Debtors’ rights with respect to such matters are expressly reserved.

19.    Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall (a) create, nor is it intended to create, any rights in favor of, or enhance the

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status of any claim held by, any person or entity or (b) be deemed to convert the priority of any claim from a prepetition claim into an administrative expense claim.

20.    Nothing in this Order nor the Debtors’ payment of claims pursuant to this Order shall be construed as or deemed to constitute (a) an agreement or admission by the Debtors as to the validity of any claim against the Debtors on any grounds, (b) a waiver or impairment of the Debtors’ rights to dispute any claim on any grounds, (c) a promise by the Debtors to pay any claim or (d) an implication or admission by the Debtors that such claim is payable pursuant to this Order.

21.    For the reasons set forth on the Motion, Bankruptcy Rule 6003 has been satisfied.

22.    Any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h)) or Local Rule that might otherwise delay the effectiveness of this Order is hereby waived, and the terms and conditions of this Order shall be effective and enforceable immediately upon its entry.

23.    The Debtors are authorized to take all such actions as are necessary or appropriate to implement the terms of this Order.

24.    The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and enforcement of this Order.

Dated: __August 3__________, 2017Wilmington, Delaware

/s/ Christopher S. Sontchi

THE HONORABLE CHRISTOPHER S. SONTCHI

UNITED STATES BANKRUPTCY JUDGE

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Exhibit D

Retainers Paid

In re: ____________________                                            Case No. ______________

Reporting Period: ___________________

SCHEDULE OF RETAINER PAID TO PROFESSIONALS(This schedule is to include each Professional paid a retainer)

	Check		Name of Payor	Amount	Amount Applied To Date	Balance
	Date	Number
Kurtzman Carson Consultants LLC	7/28/17	40618	TerraVia Holdings, Inc.	$15,000	$0	$15,000
Richards, Layton & Finger	7/28/17	Wire	TerraVia Holdings, Inc.	$75,000	$75,000	$0
Richards, Layton & Finger	6/2/17	Wire	TerraVia Holdings, Inc.	$50,000	$50,000	$0
Davis Polk & Wardwell LLP	7/28/17	Wire	TerraVia Holdings, Inc.	$100,000	$90,000	$10,000
Davis Polk & Wardwell LLP	6/2/17	Wire	TerraVia Holdings, Inc.	$300,000	$300,000	$0

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