Exhibit 10.01


 


Execution Version


 


 





Total Energies Nouvelles Activités USA


24 Cours Michelet


92800 Puteaux


France


 


February 11 2016


 


 


Amyris, Inc.


5885 Hollis Street, Suite 100


Emeryville, CA 94608


 


Attention: Mr. John Melo, President & CEO


 


RE: Amending the Letter Agreement regarding Restructuring of Total Amyris BioSolutions
B.V.


 


Amyris, Inc., a Delaware corporation (“Amyris”), and
Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS), a société par
actions simplifiée organized under the laws of the Republic of France (“TENA”), executed that certain letter
agreement, dated July 26, 2015, regarding the restructuring of Total Amyris BioSolutions B.V. (the “Letter Agreement”),
to which the parties hereby make, effective as of the date hereof, the changes set forth below.


 


		1.	Adjusted Date for Closing. Reference in the first sentence of the second paragraph of the
Letter Agreement to “On or before September 18, 2015” is hereby amended to read “On or before February 29, 2016”.



 


		2.	Adjust the Consideration Owed for Amyris’s TAB Shares. Reference in clause 7 of the
Letter Agreement to “Amyris to sell to TENA, and TENA to acquire from Amyris, 200 ordinary shares in TAB in exchange for
(i) USD 5 million in principal amount of 1.5% convertible notes due 2017 (the “R&D Notes”), (ii) the accrued and
unpaid interest on all USD 75 million in principal amount of R&D Notes outstanding prior to Closing, (iii) the EUR 50,000 in
principal amount of the Class A Note, and (iv) the accrued and unpaid interest on the Class A Note by:” is hereby amended
to read: “Amyris to sell to TENA, and TENA to acquire from Amyris, 200 ordinary shares in TAB in exchange for TENA’s
waiver and forgiveness of (i) US$1,300,751.86 in principal amount of the 1.5% senior secured convertible notes due on March 1,
2017 (the “R&D Notes”) that remain outstanding as of the Closing, (ii) the interest that is accrued and unpaid
as of the Closing on all R&D Notes, including the $2,828,944.92 of such interest that was outstanding as of July 29, 2015,
(iii) the EUR 50,000 in principal amount of the Class A Note, and (iv) the accrued and unpaid interest on the Class A Note by:”.



 


		3.	Issue a New Note for the Remaining $3.7 Million Principal Balance of the R&D Notes.
A new bullet point is added at the end of clause 7 of the Letter Agreement: “○ To satisfy its obligation in clause
7(i) above, TENA shall surrender to Amyris the remaining R&D Note of US$5,000,751.86 in principal amount, and Amyris shall
execute and make available for delivery to TENA, without service charge, a new, unsecured senior convertible note, containing substantially
similar terms and conditions, in the principal amount of US$3,700,000.”



 


Capitalized terms used herein and not defined shall have the meanings
given to such terms in the Letter Agreement. Except as specifically provided in this document, the terms and conditions of the
Letter Agreement shall remain in full force and effect. Together, the Letter Agreement and this document






     


     

    




constitute the entire agreement between the Parties with respect
to the subject matter, and supersede any and all prior negotiations, representations, correspondence, understandings and agreements
with respect to the subject matter, including the parties’ letter agreement dated October 12, 2015. To the extent of any
conflict between the Letter Agreement and this document, this document shall supersede and govern. This document may be executed
in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument,
and shall become effective when signed by each party hereto and delivered to the other party.


 





	 	Very truly yours,	 
	 	 	 	 
	 	Total ENERGIES NOUVELLES ACTIVITÉS USA
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bernard Clement	 
	 	 	Name: Bernard Clement
	 	 	Title:  President	 







 


Agreed to and accepted as of

the date first written above:


 


Amyris, Inc.


 


 





	By:	 	 
	 	Name: John Melo	 
	 	Title: President & CEO



 


 


 


 


 


 


 


 



     


     

    




constitute the entire agreement between the Parties with respect
to the subject matter, and supersede any and all prior negotiations, representations, correspondence, understandings and agreements
with respect to the subject matter, including the parties’ letter agreement dated October 12, 2015. To the extent of any
conflict between the Letter Agreement and this document, this document shall supersede and govern. This document may be executed
in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument,
and shall become effective when signed by each party hereto and delivered to the other party.


 


	 	Very truly yours,	 
	 	 	 	 
	 	Total ENERGIES NOUVELLES ACTIVITÉS USA
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: Bernard Clement
	 	 	Title:  President	 





 


Agreed to and accepted as of

the date first written above:


 


Amyris, Inc.


 


 





	By:	/s/ John Melo	 
	 	Name: John Melo	 
	 	Title: President & CEO