Exhibit 4.54


 





Amyris, Inc.


5885 Hollis Street, Suite 100


Emeryville, California 94608


USA


 


May 12th, 2017


 


Total Raffinage Chimie S.A.


2, Place Jean Millier


La Défense 6, 92400


Courbevoie, France


 


SIDE LETTER


 


Reference is made to that certain (i) Maturity
Treatment Agreement, dated as of July 29, 2015 (the “Agreement”), by and among Amyris, Inc., a Delaware
corporation (the “Company”), and the investors listed on Schedule I thereto, including Total Raffinage
Chimie S.A., as assignee of Total Energies Nouvelles Activités USA SAS (“Total”) and (ii) that
certain 6.50% Convertible Senior Note due 2019, in the principal amount of $9,705,000 (No. A-2) (the “Note”),
sold and issued by the Company to Total pursuant to that certain Indenture between the Company and Wells Fargo Bank, National Association,
dated May 29, 2014 (the “Indenture”).


 


In connection with the Agreement and the Note,
we are writing to you to confirm our mutual agreement on the issues set out below.


 


		1.	Definitions.



 


Capitalized terms used herein but not otherwise
defined shall have the meaning set forth in the Agreement.


 


		2.	Treatment of Note at Maturity.



 


		a.	The Company hereby agrees that, notwithstanding anything in the Agreement to the contrary, any
portion of the Note that remains outstanding on the maturity date of the Note (the “Maturity Date”),
together with accrued interest and any other amounts due under the Note or the Indenture, shall be paid by the Company in cash,
or converted into shares of common stock at Total’s option, in the amount and on such terms as set forth in the Note.



 


		b.	For the avoidance of doubt, notwithstanding anything in the Agreement to the contrary, the Company
agrees that Total shall not be required to convert any portion of the Note held by it that remains outstanding and



 






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has not been converted or otherwise
redeemed or exchanged as of or prior to the Maturity Date into shares of common stock of the Company.


 


		3.	Representations and Warranties.



 


		a.	The execution, delivery, and performance of this Side Letter by the Company has been duly authorized
by all requisite corporate action on the part of the Company, and this Side Letter constitutes the legal, valid, and binding obligations
of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.



 


		b.	Except for any Current Report on Form 8-K to be filed by the Company in connection with the transactions
contemplated hereby, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order to consummate the transactions contemplated by this Side Letter.



 


		c.	The execution, delivery, and performance of this Side Letter by the Company will not conflict with,
require a consent, waiver or approval under, or result in a breach or default under, any of the terms of any agreement to which
the Company is a party or by which any of the Company’s assets are bound.



 


		4.	Miscellaneous.



 


		a.	This Side Letter 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.	Neither this Side Letter nor any right or obligations hereunder may be assigned or delegated by
any of the parties hereto without the written consent of the other parties hereto.



 


		c.	This Side Letter may be executed in multiple counterparts, each of which will be deemed to be an
original and all of which will be deemed to be a single document.



 


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Very truly yours,


 


Amyris, Inc.


 


 


	By:	/s/ John Melo	 


Name: John Melo


Title: President and CEO


 


 


 


 


 


 


 


 


 


 


 


 


 








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Agreed and accepted by:


 


Total Raffinage Chimie S.A.


 





	By:	/s/ Nathalie Brunelle	 


Name: Nathalie Brunelle


Title: Deputy CEO




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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