exv10w33






Exhibit 10.33




DEBT CONVERSION AGREEMENT




     THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is entered into as of January 13, 2011, by
and among Myriant Technologies, Inc., a Delaware corporation (the “Company”), and each of
the parties set forth on Schedule A hereto (each a “Noteholder”, and together, the
“Noteholders”).



RECITALS




     WHEREAS, the Company has entered into that certain Class A Common Stock Purchase Agreement by
and between the Company and PTT Chemical International Private Limited, a company incorporated in
the Republic of Singapore (the “Class A Purchase Agreement”) pursuant to which the Company
will receive additional financing through the sale and issuance of Class A Common Stock;



     WHEREAS, in connection with the transactions contemplated by the Class A Purchase Agreement,
the Company’s predecessor company, Myriant Technologies, LLC (the “Predecessor Company”),
was converted to a Delaware corporation pursuant to a Certificate of Conversion dated January 10,
2011;



     WHEREAS, each Noteholder holds a 15% Secured Convertible Note(s) of the Company (each a
“Note”, and together, the “Notes”) in the aggregate principal amount and accrued
interest as of the date of this Agreement set forth opposite such Noteholder’s name under the
heading “Principal and Accrued Interest” on Schedule A hereto;



     WHEREAS, each Noteholder holds a warrant(s) to purchase membership interests of the
Predecessor Company at an exercise price of US$6.00 per unit (the “Warrants”), it being
understood that the term “Warrants” does not include any other warrants of the Predecessor Company,
including those warrants to purchase membership interests in the Predecessor Company for US$0.01,
US$10.00 and US$13.00 per interest, respectively, and does not include 1,922 of the $6.00 warrants
held by Itera Ethanol, LLC and 15,212 of the $6.00 warrants held by Specialty Chemicals, LLC;



     WHEREAS, the Company and the Noteholders agree that the Warrants are exercisable for shares of
Common Stock, US$0.0001 par value per share, of the Company (“Common Stock”), at an
exercise price of US$6.00 per share;



     WHEREAS, each Noteholder desires to (i) purchase the number of shares of Common Stock set forth
opposite such Noteholder’s name under the heading “Warrant Shares” on Schedule A hereto
(the “Warrant Shares”), on the terms and conditions set forth herein, by exercising such
Noteholder’s Warrant for such number of shares of Common Stock, the proceeds from which shall be
used by the Company to prepay an equal dollar amount of the unpaid principal and accrued and unpaid
interest under such Noteholder’s Note(s) (the “Prepayment”); provided, however, that the
Prepayment shall be a cashless transaction paid by offset against the Notes, and (ii) after giving
effect to the Prepayment, convert all of the remaining unpaid principal and accrued and unpaid
interest under the Note(s) into the number of shares of Class B Common Stock, $0.0001 par value per
share, of the Company (“Class B Common Stock”) set forth opposite such Noteholder’s name
under the heading “Note Shares” on Schedule A hereto



 









 




(the “Note Shares”, and together with the Warrant Shares, the “Shares”), at a
conversion price of $5.35 per share.




     WHEREAS, the Company desires to issue and sell the Shares to the Noteholders on the terms and
conditions set forth herein; and



     WHEREAS, in connection with such purchase and sale, the Noteholders and the Company desire to
enter into that certain Investors’ Rights Agreement by and among the Company and the parties named
therein (the “Rights Agreement”), that certain Voting Agreement by and among the Company
and the parties named therein (the “Voting Agreement”) and that certain Right of First
Refusal 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 the
Noteholders 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, as
amended 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 Company
and the Noteholders acknowledge and agree that the Warrants shall be exercisable for shares of
Common 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, as
amended, by and among the Company, certain of the Noteholders and Plainfield Direct LLC, as
administrative 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, as
administrative agent (collectively, the “Note Purchase Agreements”), but subject to Section
6.1(a) below, the Company and the Noteholders acknowledge and agree that the Notes held by them
shall be converted into the Note Shares pursuant to the terms of this Agreement at a conversion
price of $5.35 per share.



     1.4 Sale And Purchase. Subject to the terms and conditions of this Agreement, at the
Conversion Closing (as defined in Section 2.1):



     (a) the Company shall issue and sell to each Noteholder, severally and not jointly, and each
Noteholder, severally and not jointly, shall purchase the Warrant Shares from the Company by
exercise of the Warrants;



 









 





     (b) the Company shall use all proceeds due from the sale of the Warrant Shares to each
Noteholder to prepay an equal dollar amount of the unpaid principal and accrued and unpaid interest
owed to such Noteholder under the Notes; and



     (c) the remaining unpaid principal and accrued and unpaid interest under the Note(s) owed to
each Noteholder, after giving effect to the exercise of the Warrants and the Prepayment as set
forth in Sections 1.4(a) and (b) above, shall be converted into the Note Shares at the conversion
price of $5.35 per Note Share;


provided, that the Company and each Noteholder acknowledges and agrees that the Warrant Shares and
the Notes Shares are being issued pursuant to cashless transactions paid by offset against the
relevant 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 remaining
unpaid 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 Arch
Street, 26th Floor, Boston, Massachusetts immediately prior but subject to, the closing of the
transactions contemplated by the Class A Purchase Agreement, or at such other time, place and
manner as the Company and the Noteholders mutually agree in writing (such date, the “Conversion
Closing Date”).



     2.2 Deliveries. At the Conversion Closing, subject to the terms hereof, each Noteholder will
deliver to the Company (i) the original Note(s) marked “Cancelled” and (ii) a fully executed
Subscription Form, substantially in the form of Exhibit A hereto, for the number of Warrant
Shares set forth opposite such Noteholder’s name under the heading “Warrant Shares” on Schedule
A hereto. At the Conversion Closing, subject to the terms and conditions hereof, the Company
will deliver to each Noteholder a certificate representing the Warrant Shares, a certificate
representing the Note Shares and a check in an amount to cover any fractional Shares issuable
hereunder.



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 duly
organized, validly existing and in good standing under the laws of the State of Delaware. The
Company has all necessary corporate power and authority under all applicable provisions of law to
execute 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, its
officers, directors and stockholders necessary for the lawful execution and delivery of this
Agreement, the performance of all obligations of the Company hereunder at the Conversion Closing
and 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 the
laws of the State of Delaware and is enforceable against the Company in accordance with its terms
and does not conflict with, result in a breach or violation of or constitute (or with notice or
lapse of time or both constitute) a default under any instrument, contract or other agreement to
which the Company or its subsidiaries is a party.




     3.4 Shares. The Shares to be issued and delivered to the Noteholders upon conversion
of the Notes and exercise of the Warrants have been duly authorized and when issued upon such
conversion or exercise, will be validly issued, fully-paid and non-assessable.



     3.5 Offering Valid. Assuming the accuracy of the representations and warranties of
the Noteholders contained in Section 4.3 hereof, the offer, sale and issuance of the Shares will be
exempt 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 from
registration and qualification) under the registration, permit or qualification requirements of all
applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or
will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the
Shares to any person or persons so as to bring the sale of such Shares by the Company within the
registration 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 and
authority under all applicable provisions of law to execute and deliver this Agreement and to carry
out its provisions. All action on the Noteholder’s part necessary for the lawful execution and
delivery 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 of
record, the Warrants and the Notes being exercised and converted, respectively, hereunder, free and
clear of any encumbrance, security interest, lien, option, pledge, or rights of others created by
the Noteholder.



     4.3 Investment Representations. The Noteholder understands that the Shares have not
been registered under the Securities Act. The Noteholder also understands that the Shares are
being offered and sold pursuant to an exemption from registration contained in the Securities Act
based in part upon the Noteholder’s representations contained in this Agreement. Each Noteholder
hereby severally represents and warrants to the Company as follows:



          (a) Noteholder Bears Economic Risk. The Noteholder is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to protect its own
interests. The Noteholder must bear the economic risk of this investment indefinitely unless the
Shares are registered pursuant to the Securities Act, or an exemption from registration is
available. The Noteholder also understands that there is no assurance that any exemption from
registration 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 the
circumstances, in the amounts or at the times the Noteholder might propose.




          (b) Acquisition for Own Account. The Noteholder is acquiring the Shares for the
Noteholder’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 reason
of the Noteholder’s business or financial experience, the Noteholder has the capacity to protect
its own interests in connection with the transactions contemplated in this Agreement.




          (d) Rule 144. The Noteholder acknowledges and agrees that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. The Noteholder has been advised or is aware of the provisions of
Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in
a private placement subject to the satisfaction of certain conditions, including, among other
things: the availability of certain current public information about the Company, the resale
occurring 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), and
the 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 more
customary 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’s
obligations to purchase the Shares at the Conversion Closing are subject to the satisfaction, at or
prior to the Conversion Closing, of the following conditions:



          (a) Representations and Warranties True; Performance of Obligations. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in all material
respects as of the Conversion Closing Date with the same force and effect as if they had been made
as of the Conversion Closing Date, and the Company shall have performed all obligations and
conditions 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 Shares
shall be legally permitted by all laws and regulations to which the Noteholder and the Company are
subject.




          (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 by
this Agreement, including the unanimous consent of the Noteholders holding all of the outstanding
Notes.







 









 








          (d) Transaction Agreements. The Company and the other parties named therein (other than the
individual Noteholder but including the other Noteholders) shall have executed and delivered the
Transaction Agreements, and the Closing, as defined in and as contemplated by the Class A Purchase
Agreement, shall have occurred.




          (e) Obligations of Predecessor Company. The Company shall have agreed to assume all of the
outstanding obligations of the Predecessor Company in connection with the conversion of the
Predecessor 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 the
Limited Liability Company Agreement of Myriant Technologies, LLC, dated as of July 16, 2009 shall
be of no further force and effect and any restrictions on the Shares shall be as required by
applicable federal, state or foreign securities laws and as otherwise set forth in legends to be
endorsed on the certificates representing the Shares as required by the Transaction Agreements to
which the Noteholder is a party.




     5.2 Conditions to Obligations of the Company. The Company’s obligation to issue and
sell the Shares at the Conversion Closing to each Noteholder is subject to the satisfaction, on or
prior to the Conversion Closing, of the following conditions:



          (a) Representations and Warranties True. The representations and warranties made by such
Noteholder in Section 4 hereof shall be true and correct in all material respects at the date of
the Conversion Closing, with the same force and effect as if they had been made on and as of said
date.




          (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 by
this Agreement, including the unanimous consent of the Noteholders holding all of the outstanding
Notes.




          (c) Subscription Forms. Such Noteholder shall have delivered to the Company a fully executed
Subscription Form.




          (d) Transaction Agreements. Such Noteholder and the other parties named therein (other than
the Company but including the other Noteholders) shall have executed and delivered the Transaction
Agreements, other than the Class A Purchase Agreement, and the Closing, as defined in and as
contemplated 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 and
unconditionally, retroactively and proactively, (i) pursuant to Section 18.1 of the Note Purchase
Agreements and Notes and generally under the Warrants, waives any rights that such Noteholder may
have under the Note Purchase Agreements (other than Section 16.1), the






 









 







Notes and the Warrants with respect to the optional conversion, notice periods for prepayment
and allocation requirements in the case of partial prepayments of the Notes, the conversion of
Myriant 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 the
Note Purchase Agreements) under the Note Purchase Agreements and the Notes and any default under
the Warrants, (B) any remedies that the Noteholders may have regarding any Event of Default under
the Note Purchase Agreements or the Notes and any default under the Warrants, (C) any provisions
regarding affirmative covenants pursuant to Section 9 of the Note Purchase Agreements, (D) any
provisions 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 each
instance 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 and
Issuance; provided, however that the waiver provided by the Noteholders pursuant to this Section
6.1(a) and the Conversion and the Issuance are each subject to the closing and effectiveness of the
Issuance and the Conversion and shall be deemed null and void and of no further force and effect if
either the Issuance or the Conversion is retroactively terminated or deemed null and void for any
reason; and provided, further, that the parties to this Agreement hereby acknowledge and agree that
all the terms and provisions included in Section 16.1 of the Note Purchase Agreements remain in
full 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, the
Predecessor Company, their subsidiaries and their Related Parties (as defined in the Note Purchase
Agreements), excluding the Noteholders, 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 Noteholder or
such other entity, ever had, now has, or which any trustee, legal representative, successor or
assign of any of the Noteholder or any person or other entity that it controls, or with which the
Noteholder is affiliated, hereafter can, shall or may in the future have, against the Company, the
Predecessor Company, their subsidiaries and their Related Parties (as defined in the Note Purchase
Agreements, whether known or unknown, for, upon or by reason of any matter, cause or thing
whatsoever, occurring (or rights thereto occurring) prior to the date hereof, except (x) insofar as
such claims may arise from or relate to the fraud, willful misconduct or misappropriation of funds
by the Company, the Predecessor Company, their subsidiaries and their Related Parties (as defined
in the Note Purchase Agreements), however and whenever arising and (y) in respect of such claims
against 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 of
this Agreement, the Company hereby (for itself individually and on behalf of the Predecessor
Company 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, its
subsidiaries and other affiliates (including, without limitation, Plainfield Asset Management with
respect to Plainfield Direct LLC, and their respective Related Parties (as defined in the Note
Purchase 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, the
Predecessor Company or such other entity, ever had, now has, or which any trustee, legal
representative, successor or assign of any of the Company, the Predecessor Company, its
subsidiaries or any such entity, hereafter can, shall or may in the future have, against each
Noteholder, its subsidiaries and its affiliates (including, without limitation, Plainfield Asset
Management with respect to Plainfield Direct Inc.), whether known or unknown, for, upon or by
reason of any matter, cause or thing whatsoever, occurring (or rights thereto occurring) prior to
the date hereof, except in respect of such claims against any Noteholder as a result of a breach of
such 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 Note
Purchase Agreements, all of his, her or its rights under the Note Purchase Agreements, the Note and
the Warrant shall terminate upon the Conversion Closing, except only the right of such Noteholder
under Section 2.2 hereof.



     6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the
internal 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, the
provisions 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 pursuant
hereto constitute the full and entire understanding and agreement between the parties with regard
to the subject matter hereof and no party shall be liable or bound to any other in any manner by
any representations, warranties, covenants and agreements except as specifically set forth herein
and therein.



     6.6 Severability. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.



     6.7 Amendment and Waiver. This Agreement may be amended or modified only upon the
written consent of the Company and the Noteholders.



     6.8 Notices. All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to
the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during
normal 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 of
the recipient), (d) if sent within the U.S., one business (1) day after deposit with a recognized
overnight courier, freight prepaid, specifying next business day delivery, with written
verification 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 that
delivery be made within five (5) business days with written verification of receipt. All
communications shall be sent to the respective parties at their address as set forth on the
signature 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 with
respect 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 are
for convenience of reference only and shall not, by themselves, determine the construction of this
Agreement.



     6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of
which 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 Morgan
Joseph & Co. Inc. for which the Company shall be solely responsible, each party hereto represents
and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under
the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any
other 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 expenses
incurred 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 defined
herein (including in the recitals hereto), have the meanings assigned to them in the Class A
Purchase Agreement.



[Signature page immediately follows.]




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Debt Conversion Agreement as of the
date set forth in the first paragraph hereof.



	 	 	 	 	 
	 	MYRIANT TECHNOLOGIES INC.

 	 
	 	By:  	/s/ Stephen J. Gatto
 	 
	 	 	Name:  	Stephen J. Gatto 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PURCHASERS:


PLAINFIELD DIRECT LLC

 	 
	 	By:  	/s/ Thomas X. Fritsch
 	 
	 	 	Name:  	Thomas X. Fritsch 	 
	 	 	Title:  	Co-General Counsel 	 
	 
	 	Address: 333 Ludlow St.

               Stamford, CT 06902


PLAINFIELD FINANCE II LLC

 	 
	 	By:  	/s/ Thomas X. Fritsch
 	 
	 	 	Name:  	Thomas X. Fritsch 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Address: 333 Ludlow St.

               Stamford, CT 06902


GREEN CHEM HOLDINGS LLC

 	 
	 	By:  	/s/ Steven M. Sisselman
 	 
	 	 	Name:  	Steven M. Sisselman 	 
	 	 	Title:  	President 	 
	 
	 	Address: 9995 Gate Pkwy, Suite 450

               Johnsonville, FL 32246

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	GREEN CHEM SECOND EDITION, LLC

 	 
	 	By:  	/s/ Steven M. Sisselman
 	 
	 	 	Name:  	Steven M. Sisselman 	 
	 	 	Title:  	President 	 
	 
	 	Address: 9995 Gate Pkwy, Suite 450

               Johnsonville, FL 32246


ITERA ETHANOL LLC

 	 
	 	By:  	/s/ Steven M. Sisselman
 	 
	 	 	Name:  	Steven M. Sisselman 	 
	 	 	Title:  	President 	 
	 
	 	Address: 9995 Gate Pkwy, Suite 450

               Johnsonville, FL 32246

 	 
	 	/s/ Stephen J. Gatto
 	 
	 	STEPHEN J. GATTO 	 
	 	 	 
	 
	 	Address: 29 Royal Ct.

               Norwood, MA 02062

 	 
	 	 	 
	 	 	 
	 	 	 
	 



 









 








Schedule A




Noteholders



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Note Shares
	 	 	Principal and	 	Warrant Shares	 	(Class B
	Noteholder	 	Accrued Interest	 	(Common Stock)	 	Common Stock)
	Plainfield Direct LLC
	 	$	20,066,777.12	 	 	 	—	 	 	 	2,846,870	 
	Plainfield Finance II LLC
	 	$	1,209,366.67	 	 	 	1,007,565	 	 	 	—	 
	Itera Ethanol LLC
	 	$	172,040.59	 	 	 	28,673	 	 	 	—	 
	Green Chem Holdings LLC
	 	$	722,116.36	 	 	 	46,396	 	 	 	82,942	 
	Green Chem Second Edition, LLC
	 	$	345,700.00	 	 	 	—	 	 	 	64,617	 
	Stephen J. Gatto
	 	$	478,510.72	 	 	 	34,744	 	 	 	50,476	 
	Total:
	 	$	22,994,511.46	 	 	 	1,117,378	 	 	 	3,044,905	 






 









 






EXHIBIT A




SUBSCRIPTION FORM



     The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the
purchase of __________ shares of Class B Common Stock, US$0.0001 par value per share (the
“Shares”), of Myriant Technologies Inc., a Delaware corporation (the “Company”),
and herewith makes payment therefor, all at the price and on the terms and conditions specified in
the Warrant and (ii) if applicable, certificates for the Shares hereby purchased (and any
securities or property issuable upon such exercise) to be issued in the name of the undersigned and
delivered to the undersigned as follows:



	 	 	 	 	 
	Name	 	Address	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






     If Shares and the certificates representing the Shares being purchased pursuant hereto are to
be registered in a name or names other than the name of the holder of this Warrant, all transfer
taxes payable upon such transfer shall be paid by the undersigned at the time of delivering the
notice of exercise and such request.



     The undersigned acknowledges that, if certificated, each certificate for Shares issued upon
exercise of the Warrant shall bear a legend to the effect that such Shares may not be transferred
except upon compliance with the provisions of the Securities Act and applicable state securities
laws, and each certificate for Shares transferred shall bear such a legend unless, in the opinion
of counsel for the Company, such legend is not required.



	 	 	 	 	 

	 

	 	 

(Name of Registered Owner)
	 	 
	 
	 	 	 	 
	 

	 	 

(Signature of Registered Owner)
	 	 
	 
	 	 	 	 
	 

	 	 

(Street Address)
	 	 
	 
	 	 	 	 
	 

	 	 

(City)          
          
(State)          
          (Zip Code)