AMYRIS, INC. NOTE

Exhibit 4.66

THIS NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

AMYRIS, INC.

NOTE 

  Amyris, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to WUTIAN SUPPLY CHAIN CORPORATION LIMITED, or registered assigns (“Holder”), the principal sum of hereof, which shall be no more than Twenty-Five Million Dollars ($25,000,000), no later than December 31, 20121 and to pay interest thereon, from the date of each Note, or from the most recent interest payment date to which interest has been paid on such Note, quarterly on March 31, June 30, September 30 and December 31 in each year, commencing March 31, 2017, at the rate of 2.5% per quarter (calculated on a simple interest basis) until the principal hereof is due and in the manner set forth below.

    Payment of the principal of this Note shall be made upon the surrender of this Note to the Company, at its chief executive office (or such other office within the United States as shall be designated by the Company to the holder hereof) (the “Designated Office”), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Payment of interest in cash and all other amounts payable in cash with respect to this Note shall be made by wire transfer to the holder, provided that if the holder shall not have furnished wire instructions in writing to the Company no later than the business day immediately prior to the date on which the Company makes such payment, such payment may be made by U.S. dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Company security register.

Capitalized terms used and not otherwise defined herein shall have the respective meanings given to those terms in Section 4 hereof.

    1.  Redemption.  This Note is subject to redemption, as a whole or from time to time in part (in any amount that is an integral multiple of $1,000), upon not less than five (5) days’ prior written notice in the manner provided in Section 5(b) hereof , at the election of the Company, at a redemption price of 100% of the principal amount hereof, together with accrued interest to the redemption date, but interest installments whose stated maturity is on or prior to such redemption date will be payable to the holder of this Note, or one or more predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof.

    2.  Certain Covenants. Until the Obligations hereunder are paid in full:

The Company will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it and all lawful claims which, if unpaid, might become a Lien upon any properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

    3.  Events of Default.  

(a)     “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

For the avoidance of doubt, failure or delay to give Notice of Default by the Lender to the Company does not construed as any waive for remedies for the Lender, and does not make the Company exempt from its default responsibilities.

        4.  Definitions.  Capitalized terms used in this Note and not otherwise defined have the meanings given to them in the Credit Agreement. Unless otherwise defined in this Note, the following capitalized terms shall have the following respective meanings when used herein:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Common Stock” means the Common Stock, par value $0.0001 per share, of the Company authorized at the date of this instrument as originally executed. Subject to the provisions of Section 3, shares issuable on repayment of the Notes or repurchase of this Note shall include only Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on repayment of this Note shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“Company Average Trading Price” shall mean the volume weighted average closing sale price of one share of Common Stock for the ninety (90) consecutive Trading Days ending on (and including) the Trading Day that is two (2) Trading Days immediately preceding the Payment Default (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“Credit Agreement” means the Credit Agreement, dated as of October 26, 2016, entered into by and between the Company and Guanfu.

“Equity Securities” of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time.

“Guanfu” means Guanfu Holding Co., Ltd., a company duly established and validly existing under the laws of the People’s Republic of China. In order to fulfill this Note and Credit Agreement, Guanfu is about to make its subsidiary be the entity to accomplish the obligations and as the Holder, so “Guanfu” refers to “Guanfu or its subsidiary”.

“Payment Default” means an Event of Default specified in Section 3(a)(i) or 3(a)(ii).

“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Share Repayment Price” on any day shall equal ninety percent (90%) of the Company Average Trading Price.

“Significant Subsidiary” means, with respect to any Person, a Subsidiary of such Person that would constitute a significant subsidiary” as such term is defined under Rule 1-02 of Regulation S-X of the Commission.

“Subsidiary” shall mean (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the board of directors of such corporation is at the time directly or indirectly owned or controlled by the Company, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interests having the power to vote, direct or control the management of such partnership, joint venture, limited liability company or other association is at the time directly or indirectly owned and controlled by the Company, and (c) any other entity included in the financial statements of the Company on a consolidated basis.

“Trading Day” means (i) if the Common Stock is admitted to trading on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; (ii) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or any other national securities exchange, a day on which such exchange is open for business; or (iii) if the Common Stock is not admitted to trading on the Nasdaq National Market or listed or admitted for trading on any national securities exchange or any other system of automated dissemination of quotation of securities prices, a day on which the Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Common Stock are available.

    5.  Other.  

    (a) No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Note at the times, places and rate, and in the coin or currency, herein prescribed or to repay this Note as herein provided.

    (b) The Company will give prompt written notice to the holder of this Note of any change in the location of the Designated Office. Any notice to the Company or to the holder of this Note shall be given in the manner set forth in the Credit Agreement.

    (c) The transfer of this Note is registrable on the register maintained by the Company upon surrender of this Note for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Such Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service

charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Note for registration of transfer, the Company and any agent of the Company may treat the Person in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

    (d) This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America, without regard to principles of conflicts of laws.

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    IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

Dated: December 31, 2016

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