Exhibit 4.47


 





 


Maturity Treatment Agreement


 


To the Investors Listed On Schedule
A hereto


 


Dear Investors:


 


In connection with
that certain Exchange Agreement (the “Exchange Agreement”), of even date herewith, by and among Amyris,
Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I thereto (each,
an “Investor”, and collectively, the “Investors”), the Company and the Investors
are hereby entering into this Maturity Treatment Agreement (this “Maturity Treatment Agreement”).


 


Reference is made to
(i) those certain Tranche I Senior Convertible Notes (the “Tranche I Notes”) and Tranche II Senior Convertible
Notes (the “Tranche II Notes”, and together with the Tranche I Notes, the “Tranche Notes”)
sold and issued by the Company pursuant to that certain Securities Purchase Agreement, among the Company and the Purchasers listed
thereon, dated as of August 8, 2013 (as amended from time to time) (the “Tranche SPA”), (ii) those certain
6.50% Convertible Senior Notes due 2019 (the “144A Notes”) sold and issued by the Company pursuant to
that certain Purchase Agreement between the Company and Morgan Stanley & Co. LLC, as the initial purchaser, dated as of May
22, 2014 and (iii) that certain Indenture (the “Indenture”) between the Company and Wells Fargo Bank,
National Association on May 29, 2014 with respect to the 144A Notes.


 


Capitalized terms used
herein but not otherwise defined shall have the meaning given to such terms in the Exchange Agreement.


 


The Company and the
undersigned Investors (and each of their respective affiliates, successors or assigns) agree to the following:


 


1.                 
Treatment
of Remaining Convertible Notes at Maturity. In connection with, and conditioned upon, the Closing, each Investor hereby agrees
to convert the respective Tranche Notes and 144A Notes held by such Investor that remain outstanding and have not been Exchanged
as of the Closing Date under the terms of the Exchange Agreement (collectively, the “Maturity Conversion Notes”),
into shares of common stock of the Company before or upon the maturity of each such Maturity Conversion Note (in the amount and
on such terms as set forth in each such Maturity Conversion Note), notwithstanding the terms of the respective Maturity Conversion
Notes regarding cash payment at maturity (the “Maturity Conversion Requirement”), provided, however,
that upon and after the occurrence of any Default (as such term is respectively defined in each of the Maturity Conversion Notes
and the Indenture) other than a Default arising from the Company’s failure to pay the outstanding principal and accrued interest
on such Maturity Conversion Notes at maturity (provided that the Company has not defaulted in its obligation to deliver the Common
Stock issuable upon conversion of the Maturity Conversion Notes), such Investor (i) will no longer be bound by the Maturity Conversion
Requirement with respect to any of the Maturity Conversion Notes, and (ii) will have the rights


 



    

     

    




as set forth in the Maturity Conversion
Notes, including to accelerate the Balance (as such term is defined in the Tranche Notes), and the Principal Amount (as such term
is defined in the Indenture), including all accrued and unpaid interest and all other amounts owing as a result of any Default
becoming an Event of Default (as such term is respectively defined in each of the Maturity Conversion Notes and the Indenture),
either by election or automatically, as applicable, and such Maturity Conversion Note(s) will then be due and payable immediately
in full and in cash or as otherwise elected by such Investor pursuant to the terms thereof, it being understood and agreed that
the rights of such Investors and the obligations of the Company upon and during the continuance of an Event of Default shall be
unmodified by the terms of this Maturity Treatment Agreement, other than the rights, if any, of the Company to cure such Event
of Default.


 


2.                 
Other Indebtedness. The Company agrees that so long as an Investor holds at least $5,000,000 of Maturity Conversion
Notes, the Company shall not incur any material Debt (as defined in the Tranche Notes), prepay any existing material Debt or materially
amend the terms of its existing Debt, in each case without such Investor’s prior written consent.


 


3.                 
Additional Agreement. The Company and Total agree not to enter into any side letter or take any other actions to
frustrate the issuance of the shares pursuant to the conversion of the Maturity Treatment Notes in accordance with the terms hereof.


 


4.                 
Entire Agreement. This Maturity Treatment Agreement and the Exchange Agreement and the agreements contemplated thereby
set forth the entire understanding between the parties hereto relating to the subject matter hereof and supersedes and merges all
previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between
the Company and the Investors. The remaining terms of the Maturity Conversion Notes (other than as expressly modified hereby) shall
remain in full force and effect and are incorporated herein by this reference.


 


5.                 
Assignment. This Maturity Treatment Agreement may not be transferred or assigned (whether by operation of law or
otherwise) by any party without the prior written consent of the other parties hereto.


 


6.                 
Governing Law.


 


(a) This Maturity
Treatment Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts
entered into therein, without reference to principles of choice of law or conflicts of laws that might lead to the application
of laws other than the laws of the State of Delaware.


 


(b) Any and all disputes
arising out of, or in connection with, the interpretation, performance, or nonperformance of this Maturity Treatment Agreement
or any and all disputes arising out of, or in connection with, transactions in any way related to this Maturity Treatment Agreement
and/or the relationship between the parties shall be resolved pursuant to Section 8.6 of the Exchange Agreement.


 


7.                 
Counterparts.
This Maturity Treatment Agreement may be executed in one ormore counterparts, which shall together constitute one agreement.


 






    

     

    

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	 	Very truly yours,
	 	 
	 	AMYRIS, INC.
	 	 
	 	 
	 	/s/ John
G. Melo
	 	Name: John G. Melo
	 	Title: President and Chief Executive Officer



 


 


 


 


 


 





 


 


 


 





[SIGNATURE PAGE TO MATURITY TREATMENT
AGREEMENT]








    

     

    



	 	 	Acknowledge and Agreed as
	 	 	of the date first written above
	 	 	 
	 	INVESTOR:
	 	 	 
	 	 	Maxwell (Mauritius) Pte Ltd
	 	 	 
	 	By:	/s/ Poy Weng Chuen
	 	 	(signature)
	 	 	 
	 	Name:	POY WENG CHUEN
	 	 	(printed name)
	 	 	 
	 	Title	DIRECTOR
	 	 	 
	 	Address	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Fax:	 
	 	 	 
	 	 	 
	 	E-mail 	 


 


 





[SIGNATURE PAGE TO MATURITY TREATMENT
AGREEMENT]








    

     

    


	 	 	Acknowledge and Agreed as
	 	 	of the date first written above
	 	 	 
	 	INVESTOR:
	 	 
	 	 	Total Energies Nouvelles
	 	 	Activities USA (f.k.a Total Gas &
	 	 	Power USA, SAS)
	 	 	 
	 	By:	/s/ Bernard Clement
	 	 	(signature)
	 	 	 
	 	Name:	BERNARD CLEMENT
	 	 	(printed name)
	 	 	 
	 	Title	President
	 	 	 
	 	Address	 
	 	 	 
	 	 	 
	 	Fax	 
	 	 	 
	 	E-mail:	 
	 	 	 


 


 





[SIGNATURE PAGE TO MATURITY TREATMENT
AGREEMENT]











    

     

    

Schedule A 


 


 


Investor


 


Maxwell (Mauritius) Pte Ltd (“Temasek”)


 


Total Energies Nouvelles Activités USA (“Total”)