(the “Note Shares”, and together with the Warrant Shares, the “Shares”), at aconversion price of $5.35 per share.     **WHEREAS**, the Company desires to issue and sell the Shares to the Noteholders on the terms andconditions set forth herein; and     **WHEREAS**, in connection with such purchase and sale, the Noteholders and the Company desire toenter into that certain Investors’ Rights Agreement by and among the Company and the parties namedtherein (the “Rights Agreement”), that certain Voting Agreement by and among the Companyand the parties named therein (the “Voting Agreement”) and that certain Right of FirstRefusal and Co-Sale Agreement by and among the Company and the parties named therein (the“Co-Sale Agreement”) and the Company will enter into the Class A Purchase Agreement(together with the Rights Agreement, the Voting Agreement and the Co-Sale Agreement, the“Transaction Agreements”).     **NOW, THEREFORE**, the parties agree as follows:**SECTION 1. AGREEMENT TO SELL AND PURCHASE**     **1.1 Authorization of Shares**. The Company has authorized the sale and issuance to theNoteholders of the Shares, severally and not jointly, which have the rights, preferences,privileges and restrictions set forth in the Certificate of Incorporation of the Company, asamended and restated as of the date of this Agreement and in the form provided to the Noteholders.     **1.2 Warrants.**Notwithstanding anything to the contrary set forth in the Warrants, the Companyand the Noteholders acknowledge and agree that the Warrants shall be exercisable for shares ofCommon Stock at an exercise price of US$6.00 per share.     **1.3 Notes Conversion.**Notwithstanding anything to the contrary set forth in (i) the Notes,(ii) that certain Third Amended and Restated Note Purchase Agreement, dated July 29, 2010, asamended, by and among the Company, certain of the Noteholders and Plainfield Direct LLC, asadministrative agent, or (iii) and that certain Bridge Note Purchase Agreement, dated November 5,2010, by and among the Company, certain of the Noteholders and Plainfield Direct LLC, asadministrative agent (collectively, the “Note Purchase Agreements”), but subject to Section6.1(a) below, the Company and the Noteholders acknowledge and agree that the Notes held by themshall be converted into the Note Shares pursuant to the terms of this Agreement at a conversionprice of $5.35 per share.     **1.4 Sale And Purchase**. Subject to the terms and conditions of this Agreement, at theConversion Closing (as defined in Section 2.1):     (a) the Company shall issue and sell to each Noteholder, severally and not jointly, and eachNoteholder, severally and not jointly, shall purchase the Warrant Shares from the Company byexercise of the Warrants;
 

 
     (b) the Company shall use all proceeds due from the sale of the Warrant Shares to eachNoteholder to prepay an equal dollar amount of the unpaid principal and accrued and unpaid interestowed to such Noteholder under the Notes; and     (c) the remaining unpaid principal and accrued and unpaid interest under the Note(s) owed toeach Noteholder, after giving effect to the exercise of the Warrants and the Prepayment as setforth in Sections 1.4(a) and (b) above, shall be converted into the Note Shares at the conversionprice of $5.35 per Note Share;provided, that the Company and each Noteholder acknowledges and agrees that the Warrant Shares andthe Notes Shares are being issued pursuant to cashless transactions paid by offset against therelevant Note(s).**SECTION 2. CLOSING, DELIVERY AND PAYMENT**     **2.1 Closing**. The closing of the sale and purchase of the Shares under this Agreement(including, the closing of Prepayment of the Notes and the conversion of all of the remainingunpaid principal and accrued and unpaid interest under the Notes contemplated by this Agreement)(the “Conversion Closing”) shall take place at the offices of DLA Piper LLP (US), 33 ArchStreet, 26th Floor, Boston, Massachusetts immediately prior but subject to, the closing of thetransactions contemplated by the Class A Purchase Agreement, or at such other time, place andmanner as the Company and the Noteholders mutually agree in writing (such date, the “ConversionClosing Date”).     **2.2 Deliveries.**At the Conversion Closing, subject to the terms hereof, each Noteholder willdeliver to the Company (i) the original Note(s) marked “Cancelled” and (ii) a fully executedSubscription Form, substantially in the form of Exhibit A hereto, for the number of WarrantShares set forth opposite such Noteholder’s name under the heading “Warrant Shares” on ScheduleA hereto. At the Conversion Closing, subject to the terms and conditions hereof, the Companywill deliver to each Noteholder a certificate representing the Warrant Shares, a certificaterepresenting the Note Shares and a check in an amount to cover any fractional Shares issuablehereunder.**SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY**     The Company hereby represents and warrants to the Noteholders as follows:     **3.1 Organization, Good Standing and Corporate Power**. The Company is a corporation dulyorganized, validly existing and in good standing under the laws of the State of Delaware. TheCompany has all necessary corporate power and authority under all applicable provisions of law toexecute and deliver this Agreement, to carry out its provisions and to issue and sell the Shares.     **3.2 Authorization; Binding Obligations.**All action on the part of the Company, itsofficers, directors and stockholders necessary for the lawful execution and delivery of thisAgreement**,**the performance of all obligations of the Company hereunder at the Conversion Closingand the authorization, sale, issuance and delivery of the Shares pursuant hereto has been
 

 
taken. This Agreement is valid and binding against the Company, does not conflict with thelaws of the State of Delaware and is enforceable against the Company in accordance with its termsand does not conflict with, result in a breach or violation of or constitute (or with notice orlapse of time or both constitute) a default under any instrument, contract or other agreement towhich the Company or its subsidiaries is a party.     **3.4 Shares**. The Shares to be issued and delivered to the Noteholders upon conversionof the Notes and exercise of the Warrants have been duly authorized and when issued upon suchconversion or exercise, will be validly issued, fully-paid and non-assessable.     **3.5 Offering Valid.**Assuming the accuracy of the representations and warranties ofthe Noteholders contained in Section 4.3 hereof, the offer, sale and issuance of the Shares will beexempt from the registration requirements of the Securities Act of 1933, as amended (the“Securities Act”), and will have been registered or qualified (or are exempt fromregistration and qualification) under the registration, permit or qualification requirements of allapplicable state securities laws. Neither the Company nor any agent on its behalf has solicited orwill solicit any offers to sell or has offered to sell or will offer to sell all or any part of theShares to any person or persons so as to bring the sale of such Shares by the Company within theregistration provisions of the Securities Act or any state securities laws.     **SECTION 4. REPRESENTATIONS AND WARRANTIES OF NOTEHOLDERS**     Each Noteholder hereby severally represents and warrants to the Company as follows:     **4.1 Requisite Power and Authority.**The Noteholder has all necessary power andauthority under all applicable provisions of law to execute and deliver this Agreement and to carryout its provisions. All action on the Noteholder’s part necessary for the lawful execution anddelivery of this Agreement has been or will be effectively taken prior to the Conversion Closing.     **4.2 Ownership of Warrants and Notes.**The Noteholder owns, beneficially and ofrecord, the Warrants and the Notes being exercised and converted, respectively, hereunder, free andclear of any encumbrance, security interest, lien, option, pledge, or rights of others created bythe Noteholder.     **4.3 Investment Representations.**The Noteholder understands that the Shares have notbeen registered under the Securities Act. The Noteholder also understands that the Shares arebeing offered and sold pursuant to an exemption from registration contained in the Securities Actbased in part upon the Noteholder’s representations contained in this Agreement. Each Noteholderhereby severally represents and warrants to the Company as follows:          **(a) Noteholder Bears Economic Risk.**The Noteholder is capable of evaluating themerits and risks of its investment in the Company and has the capacity to protect its owninterests. The Noteholder must bear the economic risk of this investment indefinitely unless theShares are registered pursuant to the Securities Act, or an exemption from registration isavailable. The Noteholder also understands that there is no assurance that any exemption fromregistration under the Securities Act will be available and that, even if available, such exemption
 

 
may not allow the Noteholder to transfer all or any portion of the Shares under thecircumstances, in the amounts or at the times the Noteholder might propose.          **(b) Acquisition for Own Account.**The Noteholder is acquiring the Shares for theNoteholder’s own account for investment only, and not with a view towards their distribution.          **(c) Noteholder Can Protect its Interest.**The Noteholder represents that by reasonof the Noteholder’s business or financial experience, the Noteholder has the capacity to protectits own interests in connection with the transactions contemplated in this Agreement.          **(d) Rule 144.**The Noteholder acknowledges and agrees that the Shares must be heldindefinitely unless they are subsequently registered under the Securities Act or an exemption fromsuch registration is available. The Noteholder has been advised or is aware of the provisions ofRule 144 promulgated under the Securities Act, which permits limited resale of shares purchased ina private placement subject to the satisfaction of certain conditions, including, among otherthings: the availability of certain current public information about the Company, the resaleoccurring not less than one year after a party has purchased and paid for the security to be sold,the sale being through an unsolicited “broker’s transaction” or in transactions directly with a“market maker” (as such term is defined under the Securities Exchange Act of 1934, as amended), andthe number of shares being sold during any three-month period not exceeding specified limitations.     **4.4 Legends**. The Noteholder understands that the Shares may bear one or morecustomary restrictive legends relating to the foregoing provisions of this Section 4.**SECTION 5. CONDITIONS TO CLOSING**     **5.1 Conditions to Each Noteholder’s Obligations at the Closing.**Each Noteholder’sobligations to purchase the Shares at the Conversion Closing are subject to the satisfaction, at orprior to the Conversion Closing, of the following conditions:          **(a) Representations and Warranties True; Performance of Obligations.**The representations andwarranties made by the Company in Section 3 hereof shall be true and correct in all materialrespects as of the Conversion Closing Date with the same force and effect as if they had been madeas of the Conversion Closing Date, and the Company shall have performed all obligations andconditions herein required to be performed or observed by it on or prior to the Conversion Closing.          **(b) Legal Investment.**On the Conversion Closing Date, the sale and issuance of the Sharesshall be legally permitted by all laws and regulations to which the Noteholder and the Company aresubject.          **(c) Consents, Permits and Waivers.**The Company shall have obtained any and all consents,permits and waivers necessary or appropriate for consummation of the transactions contemplated bythis Agreement, including the unanimous consent of the Noteholders holding all of the outstandingNotes.
 

 
          **(d) Transaction Agreements.**The Company and the other parties named therein (other than theindividual Noteholder but including the other Noteholders) shall have executed and delivered theTransaction Agreements, and the Closing, as defined in and as contemplated by the Class A PurchaseAgreement, shall have occurred.          **(e) Obligations of Predecessor Company**. The Company shall have agreed to assume all of theoutstanding obligations of the Predecessor Company in connection with the conversion of thePredecessor Company from a Delaware limited liability company into a Delaware corporation.          **(f) Restrictions on Transfer**. Any restrictions on transfer set forth in Article IX of theLimited Liability Company Agreement of Myriant Technologies, LLC, dated as of July 16, 2009 shallbe of no further force and effect and any restrictions on the Shares shall be as required byapplicable federal, state or foreign securities laws and as otherwise set forth in legends to beendorsed on the certificates representing the Shares as required by the Transaction Agreements towhich the Noteholder is a party.     **5.2 Conditions to Obligations of the Company.**The Company’s obligation to issue andsell the Shares at the Conversion Closing to each Noteholder is subject to the satisfaction, on orprior to the Conversion Closing, of the following conditions:          **(a) Representations and Warranties True.**The representations and warranties made by suchNoteholder in Section 4 hereof shall be true and correct in all material respects at the date ofthe Conversion Closing, with the same force and effect as if they had been made on and as of saiddate.          **(b) Consents, Permits and Waivers.**The Company shall have obtained any and all consents,permits and waivers necessary or appropriate for consummation of the transactions contemplated bythis Agreement, including the unanimous consent of the Noteholders holding all of the outstandingNotes.          **(c) Subscription Forms.**Such Noteholder shall have delivered to the Company a fully executedSubscription Form.          **(d) Transaction Agreements.**Such Noteholder and the other parties named therein (other thanthe Company but including the other Noteholders) shall have executed and delivered the TransactionAgreements, other than the Class A Purchase Agreement, and the Closing, as defined in and ascontemplated by the Class A Purchase Agreement, shall have occurred.**SECTION 6. MISCELLANEOUS**     **6.1 Waiver.**          **(a) Waiver and Release by the Noteholders.**Each Noteholder hereby irrevocably andunconditionally, retroactively and proactively, (i) pursuant to Section 18.1 of the Note PurchaseAgreements and Notes and generally under the Warrants, waives any rights that such Noteholder mayhave under the Note Purchase Agreements (other than Section 16.1), the
 

 
Notes and the Warrants with respect to the optional conversion, notice periods for prepaymentand allocation requirements in the case of partial prepayments of the Notes, the conversion ofMyriant Technologies LLC from a Delaware limited liability company to a Delaware corporation (the“Conversion”) and the transactions contemplated by the Class A Purchase Agreement (the“Issuance”), including, but not limited to, (A) any Event of Default (as defined in theNote Purchase Agreements) under the Note Purchase Agreements and the Notes and any default underthe Warrants, (B) any remedies that the Noteholders may have regarding any Event of Default underthe Note Purchase Agreements or the Notes and any default under the Warrants, (C) any provisionsregarding affirmative covenants pursuant to Section 9 of the Note Purchase Agreements, (D) anyprovisions regarding negative covenants pursuant to Section 10 of the Note Purchase Agreements and(E) any right to notices under the Note Purchase Agreements, the Notes and the Warrants, in eachinstance without waiving any comparable covenants or agreements under the terms of the agreements(other than the Note Purchase Agreements, the Notes and Warrants) relating to the Conversion andIssuance; *provided, however*that the waiver provided by the Noteholders pursuant to this Section6.1(a) and the Conversion and the Issuance are each subject to the closing and effectiveness of theIssuance and the Conversion and shall be deemed null and void and of no further force and effect ifeither the Issuance or the Conversion is retroactively terminated or deemed null and void for anyreason; and *provided, further*, that the parties to this Agreement hereby acknowledge and agree thatall the terms and provisions included in Section 16.1 of the Note Purchase Agreements remain infull force and effect and shall survive the closing of the Conversion and the Issuance, and (ii)releases, acquits, satisfies, quit-claims, exonerates and forever discharges the Company, thePredecessor Company, their subsidiaries and their Related Parties (as defined in the Note PurchaseAgreements), excluding the Noteholders, of and from any and all, and all manner of, actions, causesof action, suits, debts, liabilities, dues, sums of money, accounts, reckonings, bonds, bills,covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,judgments, executions, claims and demands whatsoever, in law or in equity, that any Noteholder orsuch other entity, ever had, now has, or which any trustee, legal representative, successor orassign of any of the Noteholder or any person or other entity that it controls, or with which theNoteholder is affiliated, hereafter can, shall or may in the future have, against the Company, thePredecessor Company, their subsidiaries and their Related Parties (as defined in the Note PurchaseAgreements, whether known or unknown, for, upon or by reason of any matter, cause or thingwhatsoever, occurring (or rights thereto occurring) prior to the date hereof, except (x) insofar assuch claims may arise from or relate to the fraud, willful misconduct or misappropriation of fundsby the Company, the Predecessor Company, their subsidiaries and their Related Parties (as definedin the Note Purchase Agreements), however and whenever arising and (y) in respect of such claimsagainst the Company as a result of a breach of its obligations contemplated by this Agreement.          **(b) Waiver and Release by the Company.**In consideration of the entering into ofthis Agreement, the Company hereby (for itself individually and on behalf of the PredecessorCompany and each of its subsidiaries and each other entity it controls or for which it acts)releases, acquits, satisfies, quit-claims, exonerates and forever discharges each Noteholder, itssubsidiaries and other affiliates (including, without limitation, Plainfield Asset Management withrespect to Plainfield Direct LLC, and their respective Related Parties (as defined in the NotePurchase Agreements)) of and from any and all, and all manner of, actions, causes of action, suits,debts, liabilities, dues, sums of money, accounts, reckonings, bonds, bills, covenants,
 

 
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,executions, claims and demands whatsoever, in law or in equity, that any of the Company, thePredecessor Company or such other entity, ever had, now has, or which any trustee, legalrepresentative, successor or assign of any of the Company, the Predecessor Company, itssubsidiaries or any such entity, hereafter can, shall or may in the future have, against eachNoteholder, its subsidiaries and its affiliates (including, without limitation, Plainfield AssetManagement with respect to Plainfield Direct Inc.), whether known or unknown, for, upon or byreason of any matter, cause or thing whatsoever, occurring (or rights thereto occurring) prior tothe date hereof, except in respect of such claims against any Noteholder as a result of a breach ofsuch Noteholder’s obligations contemplated by this Agreement.     **6.2 Termination of Rights.**Each Noteholder hereby acknowledges and agrees that,other than with respect to any rights of such Noteholder pursuant to Section 16.1 of the NotePurchase Agreements, all of his, her or its rights under the Note Purchase Agreements, the Note andthe Warrant shall terminate upon the Conversion Closing, except only the right of such Noteholderunder Section 2.2 hereof.     **6.3 Governing Law.**This Agreement shall be governed by and construed in accordance with theinternal laws of the State of Delaware, without regard to its principles of conflicts of laws.     **6.4 Successors and Assigns.**Except as otherwise expressly provided herein, theprovisions of this Agreement shall inure to the benefit of, and be binding upon, the successors,assigns, heirs, executors and administrators of the parties hereto.     **6.5 Entire Agreement.**This Agreement and the other documents delivered pursuanthereto constitute the full and entire understanding and agreement between the parties with regardto the subject matter hereof and no party shall be liable or bound to any other in any manner byany representations, warranties, covenants and agreements except as specifically set forth hereinand therein.     **6.6 Severability.**In case any provision of this Agreement shall be invalid, illegalor unenforceable, the validity, legality and enforceability of the remaining provisions shall notin any way be affected or impaired thereby.     **6.7 Amendment and Waiver.**This Agreement may be amended or modified only upon thewritten consent of the Company and the Noteholders.     **6.8 Notices.**All notices and other communications given or made pursuant to thisAgreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery tothe party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent duringnormal business hours of the recipient, and if not so confirmed, then on the next business day, (c)five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid (or regular mail if registered or certified mail is unavailable in the country ofthe recipient), (d) if sent within the U.S., one business (1) day after deposit with a recognizedovernight courier, freight prepaid, specifying next business day delivery, with writtenverification of receipt or (e) if sent from the U.S. to an address outside the U.S., five business(5)
 

 
days after deposit with an internationally recognized courier service, specifying thatdelivery be made within five (5) business days with written verification of receipt. Allcommunications shall be sent to the respective parties at their address as set forth on thesignature page. If notice is given to the Company, a copy shall also be sent to McDermott Will &Emery LLP, 28 State Street, Boston, MA 02109, Attention: Byron S. Kalogerou, and to DLA Piper LLP(US), 2000 University Avenue, East Palo Alto, CA 94303, Attention: Curtis L. Mo.     **6.9 Expenses.**Each party shall pay all costs and expenses that it incurs withrespect to the negotiation, execution, delivery and performance of this Agreement.     **6.10 Titles and Subtitles.**The titles of the sections and subsections of this Agreement arefor convenience of reference only and shall not, by themselves, determine the construction of thisAgreement.     **6.11 Counterparts.**This Agreement may be executed in any number of counterparts, each ofwhich shall be an original, but all of which together shall constitute one instrument.     **6.12 Broker’s Fees.**Except with respect to an agreement by and between the Company and MorganJoseph & Co. Inc. for which the Company shall be solely responsible, each party hereto representsand warrants that no agent, broker, investment banker, person or firm acting on behalf of or underthe authority of such party hereto is or will be entitled to any broker’s or finder’s fee or anyother commission directly or indirectly in connection with the transactions contemplated herein.Each party hereto further agrees to indemnify each other party for any claims, losses or expensesincurred by such other party as a result of the representation in this Section 6.12 being untrue.     **6.13 Interpretation.**Capitalized terms used in this Agreement, unless specifically definedherein (including in the recitals hereto), have the meanings assigned to them in the Class APurchase Agreement.*[Signature page immediately follows.]*
 

 
     **IN WITNESS WHEREOF,**the parties hereto have executed this Debt Conversion Agreement as of thedate set forth in the first paragraph hereof.      MYRIANT TECHNOLOGIES INC.