EX-4.3



 Exhibit 4.3 

FORM OF NOTE DUE 
 [UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 

TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.]1

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]2 
  

 

	1 	Include for a Global Note. 


	2	To be included if a restricted security, along with applicable transfer restrictions. 








 TERRAVIA HOLDINGS, INC. 

Note due        ,  

 

					
	No.	  	 	CUSIP No.:            	  
		  	 	ISIN No.:            	  
		  	$	 	  

 TERRAVIA HOLDINGS, INC., a Delaware corporation (the “Issuer”), for value received promises
to pay to CEDE & CO. or registered assigns the principal sum of        DOLLARS on        ,        . 

Interest Payment
Dates:        [        ,        ,        ]
and        (each, an “Interest Payment Date”), commencing on        ,        . 

Interest record dates:        and        (each, a
“record date”). 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes
have the same effect as if set forth at this place. 







 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its
duly authorized officers. 
  

			
	TERRAVIA HOLDINGS, INC.
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	









 This is one of the Notes of the series designated herein and referred to in the within-mentioned
Indenture. 
 Dated:         ,              

 

			
	Wells Fargo Bank, National Association, as Trustee
		
	By:	 	  

		 	Authorized Signatory









 (REVERSE OF NOTE) 

TERRAVIA HOLDINGS, INC. 
 Note
due        ,          
  

	 	1.	Interest. 

 TerraVia Holdings, Inc. (the “Issuer”) promises to pay interest on
the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from , , or the most recent Interest Payment Date to which payment has been paid or provided for[3; provided, that if an Interest Payment Date for this Note falls a day that is not a business
day the Interest Payment Date shall be postponed to the next succeeding business day, unless such next succeeding business day would be in the following month, in which case the Interest Payment Date shall be the immediately preceding business day.
Interest on this Note will be paid to but excluding the relevant Interest Payment Date. The Issuer will pay interest [semi-annually] [quarterly] in arrears on each Interest Payment Date, commencing , ]. Interest will be computed on the basis of [a
360-day year consisting of twelve 30-day months and, for partial months, on the basis of actual days elapsed in a 30-day month] [on the basis of the actual number of days elapsed in an interest period and a 360-day year]. 

The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful. 
 [The interest rate for each interest period will be
determined by the calculation agent. Initially, [●] will act as calculation agent. The Issuer may change any calculation agent without notice to the Holders. The interest rate for a particular interest period will be a per annum rate equal to
three-month USD LIBOR as determined on the interest determination date plus %. The interest determination date for an interest period will be the second London business day preceding such interest period. 

A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. 

On any interest determination date, USD LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three
months, 
  

	3 	Bracketed text in Section 1 to be included if and to extent applicable in context of floating or fixed rate notes. 








 
in amounts of at least $1,000,000, as such rate appears on “Reuters Page LIBOR01” at approximately 11:00 a.m., London time, on such interest determination date. If, on an interest
determination date, such rate does not appear on the “Reuters Page LIBOR01” as of 11:00 a.m. (London time), or if the “Reuters Page LIBOR01” is not available on such date, the calculation agent will obtain such rate from
Bloomberg L.P.’s page “BBAM.” 
 If no offered rate appears on “Reuters Page LIBOR01” or Bloomberg L.P. page
“BBAM” on an interest determination date at approximately 11:00 a.m., London time, then the calculation agent (after consultation with the Issuer) will select four major banks in the London interbank market and shall request each of their
principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is
representative of single transactions at that time. If at least two quotations are provided, USD LIBOR will be the arithmetic average of the quotations provided. Otherwise, the calculation agent will select three major banks in New York City and
shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks having an index maturity of three
months for the applicable interest period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, USD LIBOR will be the arithmetic average of the quotations provided.
Otherwise, the rate of USD LIBOR for the next interest period will be set equal to the rate of USD LIBOR for the then current interest period. 

Upon request from any Holder, the calculation agent will provide the interest rate in effect on the Notes for the current interest period and,
if it has been determined, the interest rate to be in effect for the next interest period. 
 Dollar amounts resulting from such calculation
will be rounded to the nearest cent, with one-half cent being rounded upward.] 
  

	 	2.	Paying Agent. 

 Initially, Wells Fargo Bank, National Association (the
“Trustee”) will act as paying agent. The Issuer may change any paying agent without notice to the Holders. 
  

	 	3.	Indenture; Defined Terms. 

 This Note is one of the    Notes
due        ,        (the “Notes”) issued under an indenture dated as of        (the
“Indenture”) by and among the Issuer and the Trustee, and established pursuant to an [Officer’s Certificate] [supplemental indenture]
dated                    , issued pursuant to Sections 2.01 and 2.03 of the Indenture. This Note is a “Security” and the Notes are
“Securities” under the Indenture. 

  
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 For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as
defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect
on the date of the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and holders of Notes are referred to in the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. 

 

	 	4.	Denominations; Transfer; Exchange. 

 The Notes are in registered form, without coupons, in
denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. [The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions
thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part.] 

 

	 	5.	Amendment; Supplement; Waiver. 

 Subject to certain exceptions, the Notes and the provisions of
the Indenture relating to the Notes may be amended or supplemented and any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal
amount of all series of Outstanding Securities (including the Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend
or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other
change that would not reasonably be expected to adversely affect the rights of any Holder of a Note in any material respect. 

  
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	 	6.	Defaults and Remedies. 

 If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice,
require the Issuer to repay immediately the entire principal amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing,
then the entire principal amount of the Outstanding Notes will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders
of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it
determines that withholding notice is in their interest. 
  

	 	7.	Authentication. 

 This Note shall not be valid until the Trustee manually signs the certificate
of authentication on this Note. 
  

	 	8.	Abbreviations and Defined Terms. 

 Customary abbreviations may be used in the name of a Holder
of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act). 
  

	 	9.	CUSIP Numbers. 

 Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed
only on the other identification numbers printed hereon. 
  

	 	10.	Governing Law. 

 The laws of the State of New York shall govern the Indenture and this Note
thereof. 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

Date:        Your Signature:     

Sign exactly as your name appears on the other side of this Note. 
  

					
		  		 	  

		  		 	Signature
			
	Signature Guarantee:	  		 	
			
	  
	  		 	  

	Signature must be guaranteed	  		 	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
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 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: 

 

									
	 Date of Exchange
	  	Amount of decrease
in principal amount
of this Global Note	  	Amount of increase
in principal amount
of this Global Note	  	Principal amount of
this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer of
Trustee
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
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