PURCHASE AND SALE AGREEMENT BY AND AMONG SALISBURY PARTNERS, LLC, GLYCOTECH, INC. AND AMYRIS, INC. NOVEMBER 10, 2016

EX-10.95 19 exh_1095.htm EXHIBIT 10.95

Exhibit 10.95

PURCHASE AND SALE AGREEMENT

BY AND AMONG

SALISBURY PARTNERS, LLC,

GLYCOTECH, INC.

AND

AMYRIS, INC.

NOVEMBER 10, 2016

SCHEDULES

1(a)		Description of Real Property

1(b)		Manufacturing Equipment

1(c)		Fixtures, Machinery and Equipment

1(e)		Inventory and Raw Materials

3		Employees

5(e)		Contracts to be Assumed by Purchaser

5(m)		Off-site Hazardous Material treatment facilities

6(k)		Environmental Testing

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of November 10, 2016 (the “Effective Date”), by and among SALISBURY PARTNERS, LLC, a North Carolina limited liability company (“Salisbury”), GLYCOTECH, INC., a North Carolina corporation, (“Glycotech”), and AMYRIS, INC., a Delaware corporation qualified to transact business in North Carolina (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Salisbury owns a manufacturing facility (“Facility”) located on approximately 23.5 acres at 2271 Andrew Jackson Highway, Leland, Brunswick County, North Carolina and more particularly described on Schedule 1(a) attached hereto (“Real Property”) and owns certain personal property used in the operation of the Facility; and

WHEREAS, Glycotech occupies and operates the Facility under the terms of a lease agreement with Salisbury (“Glycotech Lease”) and owns certain personal property used in the operation of the Facility; and

WHEREAS, Glycotech and Purchaser are parties to that certain Production Services Agreement dated as of February 1, 2011 (“PSA”), pursuant to which Glycotech provides services to Purchaser at the Facility; and

WHEREAS, Salisbury desires to transfer, sell and convey to Purchaser, and Purchaser desires to purchase from Salisbury, the Real Property and certain personal property used in the operation of the Facility; Glycotech desires to transfer, sell and convey to Purchaser, and Purchaser desires to purchase from Glycotech, certain personal property used in the operation of the Facility; and the parties desire to terminate the Glycotech Lease and the PSA, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:

1. PURCHASE AND SALE OF ASSETS. Subject to and in accordance with the terms and provisions hereof, each of Salisbury and Glycotech agrees to sell, transfer, assign, and convey to Purchaser, and Purchaser agrees to purchase all of Salisbury’s and Glycotech’s right, title, and interest in and to the Real Property, furniture, fixtures, equipment, and inventory, raw materials and supplies, and other tangible assets located at or used in connection with the Facility, including, without limitation, the following:

(a) The Real Property, the buildings and improvements located thereon, and all tenements, hereditaments, rights, privileges, interests, easements, and appurtenances pertaining thereto (provided however it is acknowledged that Glycotech is excluded from this Section 1(a));

(b) All manufacturing equipment, and all related equipment spare parts, tools, and appurtenances located on the Real Property, including the equipment listed on Schedule 1(b);

(c) All Facility fixtures, machinery, and equipment, including, but not limited to, shelving, counters, work stations, and other personal property used for running the business conducted at the Facility, including the equipment listed on Schedule 1(c);

(d) Facility operating supplies, including cleaning and janitorial supplies;

(e) Inventory and raw materials, including the inventory and raw materials listed on Schedule 1(e);

(f) Permits, licenses, and governmental approvals with respect to the operation of the Facility, to the extent transferable;

(g) The contracts listed on Schedule 5(e); and

(h) Records in Salisbury’s or Glycotech’s possession regarding the operation and maintenance of the Facility, including, without limitation, any applicable warranties, service manuals or other documents pertaining to the Assets, and records dealing with the employees at the Facility to be retained by Purchaser.

The property described in (a) through (h) is hereinafter referred to collectively as the “Assets.” Each of Salisbury and Glycotech, as the case may be, shall sell, transfer, assign, and convey the Assets to Purchaser free and clear of any and all liens, pledges, mortgages, security interests, charges, encumbrances, assessments (pending or confirmed), covenants, claims, restrictions, rights, options, conditional sale or other title retention agreement or financing leases of any kind or nature (collectively, “Lien” or “Liens”). Notwithstanding anything in this Agreement to the contrary, the Assets shall not include any underground storage tanks, known to Salisbury, which Salisbury has not disclosed to the Purchaser in writing prior the Effective Date.

Purchaser shall not assume or have any responsibility or liability for, and Salisbury and Glycotech shall retain, be responsible and liable for, and perform and discharge any liability or obligation (i) arising out of or relating to the ownership or operation of the Real Property, the Assets or the Facility prior to the Closing, (ii) arising or existing prior to the Closing under any contract or agreement relating to the Real Property, the Assets or the operation of the Facility, including with respect to any breach or noncompliance thereof prior to the Closing, (iii) arising out of the failure of Salisbury or Glycotech and their affiliates to comply with any laws, rules and regulations, and (iv) based upon Salisbury’s or Glycotech’s acts or omissions prior to or after the Closing (collectively, “Excluded Liabilities”). For clarity, the parties acknowledge and agree that Purchaser owns all right, title and interest in and to the processes, procedures, instructions, formulations, techniques and similar matters related to the development, production or other activities under the PSA, and all intellectual property relating thereto, including all inventions, trade secrets, know-how and copyrights.

2. PURCHASE PRICE. The consideration to be paid for the Assets (subject to adjustments as set forth herein) shall be Four Million Three Hundred Fifty Thousand Dollars ($4,350,000.00) (“Purchase Price”). The Purchase Price shall be payable as follows:

(a) Subject to Section 12.13, a deposit of $100,000 (“Deposit”) shall be paid to Salisbury’s counsel (“Escrow Agent”) within three (3) business days after the date of this Agreement. The Deposit shall be applicable to the Purchase Price, but shall be non-refundable to Purchaser except in the event of (i) a breach of this Agreement by Salisbury or Glycotech or (ii) the failure of a closing condition to be satisfied in accordance with the terms of this Agreement unless such failure is caused by Purchaser’s breach hereof.

(b) $350,000, as a credit for the remaining Deposit Balance (as such term is defined in the PSA) owed to Purchaser in accordance with Section 6.1(a) of the PSA.

(c) $500,000 to be paid in equal monthly installments of $100,000, with the first such payment to be made by transfer of the Deposit from Escrow Agent to Salisbury on the date the transactions contemplated hereby are consummated (“Closing”), and the four remaining payments to be made by Purchaser on the same day of the following four successive months. Any payment under this Section 2(c) shall be subject to a late fee of 5% if delinquent by more than five (5) days.

(d) $3,500,000 to be evidenced by a purchase money promissory note (the “Purchase Money Note”) bearing interest at the rate of five percent (5%) per annum, with a term of thirteen (13) years, and payable in level monthly payments of principal and interest in an amount of $30,557.09, with the first such monthly payment to be due on the first day of the month following the month in which Closing occurs, and continuing on the first day of each successive month thereafter. The Purchase Money Note shall provide for a late fee of 5% for any payments delinquent more than five (5) days. The Purchase Money Note shall be secured by a purchase money deed of trust encumbering the Real Property, and by a security interest in the Assets comprising personal property.

3. EMPLOYEES. Glycotech’s employees at the Facility are listed on Schedule 3, together with each employee’s pay rate, date of hire, and job description. Glycotech agrees that Purchaser may conduct job interviews with, and make job offers to, Glycotech employees prior to the Closing as Purchaser may determine on an employee-by-employee basis; however, Purchaser has no obligation to interview, offer to hire, or hire any Glycotech employees. Prior to closing, Amyris will inform Glycotech reasonably in advance of closing of those employees Amyris intends to extend an offer of employment to, so that Glycotech may communicate with those employees Purchaser does not intend to extend an offer of employment to. Glycotech remains solely responsible for the compensation, benefits, paid time off and, if any, severance pay of its employees prior to closing and of employees not hired by Purchaser, and any severance benefits offered or provided by Glycotech to such employees will not be payable or reimbursable by Purchaser under the PSA or otherwise.

4. RIGHT OF FIRST REFUSAL AGREEMENT. Salisbury and Purchaser agree to modify the existing right of first refusal agreement dated as of January 3, 2011, and amended as of February 11, 2014 (as previously amended, “ROFR Agreement”) between Salisbury and Purchaser with respect to the parcels of real property owned by Salisbury adjacent to the Real Property comprising approximately 47.04 acres (“Adjacent Parcels”) such that a right of first refusal with respect to the Adjacent Parcels shall be an appurtenant right running with the ownership of the Real Property.

5. REPRESENTATIONS AND WARRANTIES. Each of Salisbury and Glycotech, as applicable, does hereby warrant, represent, and agree as follows:

(a) All information and documentation heretofore furnished and made available to Purchaser by Salisbury or Glycotech with reference to the Assets, the Real Property and the operation of the Facility are true, accurate, and complete;

(b) Each of Salisbury and Glycotech, as applicable, holds good and marketable title to the Assets, including the Real Property, free and clear of all Liens other than those approved by Purchaser in writing prior to or at Closing and the following (the “Permitted Exceptions”):

(i) Real estate and personal property taxes for the year of Closing not yet due and payable, which shall be prorated to the date of Closing; and

(ii) Unviolated easements and restrictions of record and zoning and other land use controls imposed by a public authority, provided none of the foregoing prohibits or interferes with Purchaser’s intended use of the property as a manufacturing facility;

(c) The inventory and raw materials are in good and merchantable condition;

(d) There are no defects that would materially adversely affect the Real Property, the Assets, or the continued operation of the Facility;

(e) Except for the contracts listed on Schedule 5(e) which will be assigned to and assumed by the Purchaser, there are no service contracts, management agreements, or other agreements that are in force and will survive the Closing and that relate to the operation, management, or maintenance of the Assets, the Facility, or the Real Property;

(f) Each of Salisbury and Glycotech has no knowledge, nor has received any notice of, any actual or threatened action, litigation, or proceeding (including, but not limited to, condemnation) by any organization, person, individual, or governmental agency against either Salisbury, Glycotech, the Assets, the Facility, or the Real Property, or with respect thereto, including violations or alleged violations of any Environmental Laws (as hereinafter defined) nor does Salisbury or Glycotech know of any basis for any such action;

(g) To Salisbury or Glycotech’s knowledge, there are no assessments that have been made against the Assets or the Real Property that are unpaid (except ad valorem taxes for the current year), whether or not they have become Liens, and if, at the time of Closing, the Assets or the Real Property or any part thereof shall be or shall have been affected by any assessment or assessments that are or may become payable in installments, of which the first installment is then a Lien, or has been paid, then for the purposes of this Agreement, all of the unpaid installments of any such assessment, including those which are to become due and payable after the Closing, shall be paid by Salisbury or Glycotech without any reimbursement obligation of Purchaser;

(h) To Salisbury’s or Glycotech’s knowledge, there are no violations of law, municipal or county ordinances, or other legal requirements with respect to the Assets, the Real Property, or the employees working at the Facility, including violations of Environmental Laws except as described in subsection (j) below, and the buildings, structures and improvements on the Real Property comply with all applicable legal requirements with respect to the use, occupancy, and construction thereof; and Salisbury or Glycotech has received no notice of violations, or alleged violations, of such legal requirements;

(i) To Salisbury’s or Glycotech’s knowledge, there are no actions by any adjacent landowner or any natural or known artificial conditions upon the Real Property that would prevent, limit, impede, or render more costly the operation of the Facility. Further, that there is no significant adverse factor or condition relating to the Real Property or the operation of the Facility that has not been specifically disclosed in writing by Salisbury or Glycotech to Purchaser, and Salisbury or Glycotech knows of no fact or condition of any kind or character whatsoever that would adversely affect the operation of the Facility. Salisbury or Glycotech does not know of any proposals to change the location, width, or grade of access roads to the Real Property or adjoining streets;

(j) Except as disclosed in the Access and Indemnity Agreement dated February 26, 2009 between Salisbury and Akzo Nobel SPG LLC (the “Akzo Nobel Agreement”), neither the Real Property nor the Assets, nor Salisbury or Glycotech (as to any part of the Real Property or the Assets) is in violation of or subject to any existing, pending, or threatened investigation or inquiry by any governmental authority or to any remedial obligations under any applicable laws pertaining to health or the environment (such laws as they now exist or are hereafter enacted and/or amended are herein sometimes collectively called “Environmental Laws”), including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended, hereinafter called “CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended, hereinafter called “RCRA”), all applicable federal, state, and local statutes and any and all regulations, rules, and ordinances promulgated pursuant thereto, as each of said laws and regulations may be amended from time to time. Salisbury has delivered to the Purchaser a true, correct and complete copy of the Akzo Nobel Agreement. There have been no releases of any Hazardous Materials at, on or under the Real Property during Salisbury’s ownership and operation thereof or, to Salisbury’s and Glycotech’s knowledge, prior thereto except as described in the Akzo Nobel Agreement. “Hazardous Materials” shall mean any material or substance which is or will foreseeably be regulated by any governmental body including without limitation any material or substance which is defined as “hazardous material”, “hazardous waste”, “hazardous substance”, “toxic substance”, “contaminant” or similar term under any Environmental Laws;

(k) Section 6(d) sets forth each of the permits held by Salisbury and Glycotech for the ownership, lease, operation or use of the Facility and Assets. Salisbury and Glycotech are in compliance with each such permit, each such permit is in full force and effect, and neither Salisbury nor Glycotech has received any notice or written communication regarding any adverse change in the status or terms or conditions of any such permit. To Salisbury’s and Glycotech’s knowledge, there is no condition, event or circumstance that could reasonably be expected to prevent or impede the transferability of such permits;

(l) To Salisbury’s and Glycotech’s knowledge, there are no unregistered or unlicensed underground storage tanks at, on or under the Real Property;

(m) Schedule 5(m) contains a complete and accurate list of all off-site Hazardous Material treatment, storage or disposal facilities or locations currently or formerly used by the Salisbury or Glycotech, and, to Salisbury’s and Glycotech’s knowledge, none of these facilities or locations has been placed or proposed for placement on the National Priorities List, under CERCLA, or any similar state list, and neither Salisbury nor Glycotech has received any notice regarding potential liabilities with respect to any such off-site Hazardous Materials treatment, storage or disposal facilities or locations ever used by Salisbury or Glycotech;

(n) neither Salisbury or Glycotech, nor the Real Property or Assets, is, nor, to Salisbury’s and Glycotech’s knowledge, any former owner or operator of the Real Property, is subject to any outstanding consent decree, compliance order, settlement agreement or administrative order under any Environmental Laws, except as described in the Akzo Nobel Agreement; neither Salisbury nor Glycotech is a party to any contracts with third parties for the assessment and/or remediation of environmental conditions at the Real Property, except the Akzo Nobel Agreement;

(o) There are no parties in possession of all or any portion of the Real Property other than Glycotech under the Glycotech Lease;

(p) Salisbury is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of North Carolina, has full power and authority to own and operate its properties and assets in connection with the business of the Facility, and has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. The execution and delivery of this Agreement and the closing documents required under Section 9, performance by Salisbury of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all limited liability company and other action required under applicable law, Salisbury’s operating agreement, or otherwise. This Agreement constitutes, and the closing documents to be executed and delivered by Salisbury will constitute at Closing, the legal, valid, and binding obligations of Salisbury enforceable against Salisbury in accordance with their respective terms;

(q) Glycotech is a corporation duly organized, validly existing, and in good standing under the laws of the State of North Carolina, has full power and authority to own and operate its properties and assets in connection with the business of the Facility, and has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. The execution and delivery of this Agreement and the closing documents required under Section 9, performance by Glycotech of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all corporate and other action required under applicable law, Glycotech’s articles of incorporation and bylaws, or otherwise. This Agreement constitutes, and the closing documents to be executed and delivered by Glycotech will constitute at Closing, the legal, valid, and binding obligations of Glycotech enforceable against Glycotech in accordance with their respective terms;

(r) Salisbury or Glycotech currently has in effect policies of fire, liability, worker’s compensation, and other forms of insurance that provide adequate coverage for the Assets, the Real Property, and the business conducted at the Facility (collectively, the “Insurance Policies”). All Insurance Policies are and will remain in force and effect through the date of Closing; and

(s) No third party has any right of first refusal, right of first offer, option, or similar right to purchase the Facility, the Real Property, or the Assets, other than the Purchaser’s right under the ROFR Agreement.

6. CONDITIONS TO CLOSING. The obligation of Purchaser to purchase the Assets from Salisbury and Glycotech is subject to the satisfaction on or before Closing of the following conditions (any of which may be waived in whole or part in writing by Purchaser at or prior to Closing):

(a) The representations and warranties of Salisbury and Glycotech shall be true and correct on and as of the date of Closing;

(b) The Real Property shall be delivered to Purchaser free of tenancies, but subject to public and private easements of record, and in substantially the same condition as exists as of the date of this Agreement, ordinary wear and tear excepted;

(c) Salisbury and Glycotech shall have performed and complied in all material respects with all agreements, covenants, obligations, and conditions required by this Agreement to be performed and complied with by Salisbury and Glycotech at or before Closing;

(d) Purchaser shall have been approved for all governmental permits and licenses required for Purchaser’s operation of the Facility, including but not limited to, NCDEQ Air Permit, U.S. Department of Transportation Hazardous Material Registration, NCDEQ RCRA Permit, Brunswick County Sewer Permit and NPDES Stormwater Permit. Salisbury and Glycotech agrees to provide reasonable assistance and cooperation to Purchaser in obtaining such licenses and permits. Purchaser agrees to apply for such licenses and permits promptly after execution of this Agreement and diligently pursue obtaining all such required licenses and permits;

(e) Purchaser shall have obtained a commitment for owner’s title insurance coverage containing no exceptions or exclusions from coverage not reasonably satisfactory to Purchaser;

(f) Purchaser shall have obtained such approvals, waivers, and consents as are required under Purchaser’s existing agreements with its security and debt holders.

(g) Salisbury shall have provided Purchaser with payoff information confirming the amounts required to satisfy any outstanding mortgages, deeds of trust, or security interests or monetary liens encumbering the Assets, and evidence that such amounts have been satisfied;

(h) Salisbury shall have provided Purchaser with documentation reasonably satisfactory to Purchaser confirming the unused water supply well located on the Real Property, previously used for spray irrigation and waste water treatment (not a well used for ongoing monitoring activities), has been closed in accordance with all applicable laws and regulations;

(i) Purchaser shall have obtained an assignment of all of Salisbury’s rights under the Akzo Nobel Agreement, and Akzo Nobel’s consent thereto, acceptable in form and substance to Purchaser in its discretion;

(j) No event shall have occurred, including damage to, or destruction of, the Facility or any of the Assets, which would have a material adverse effect on the operation of the Facility;

(k) Between the Effective Date and the Closing, Salisbury and Glycotech shall afford Purchaser and its representatives access to the Real Property and the Facility, such right of access to be exercised in a manner that does not reasonably interfere with the operations of Salisbury or Glycotech. Without limiting the foregoing, the Purchaser shall have the right to have its environmental consultant and other representatives inspect the condition of the Real Property by conducting the environmental testing described on Schedule 6(k); and

(l) If any contract on Schedule 5(e) requires the consent or approval of any party in order for such contract to be assigned to the Purchaser or in connection with the execution or performance of this Agreement and the transactions contemplated hereby, each such consent or approval shall have been obtained in writing, which consent or approval shall be acceptable in form and substance to Purchaser in its discretion, including without limitation with respect to the contract(s) with CSX Transportation, Inc.

In the event that one or more of the conditions to Purchaser’s obligation to close has not been or cannot be satisfied in the manner and as provided for herein, unless such failure is caused by Purchaser’s breach of this Agreement, Purchaser shall have the right to extend the date of Closing beyond the date specified in Section 9(a) for a period of up to 30 days in which to pursue satisfaction of all Closing conditions (the date at the end of such 30-day period but in no event later than December 1, 2016, being the “Outside Date”). In the event the conditions are not satisfied by the expiration of such additional period of time, Purchaser may either (i) terminate this Agreement by written notice to Salisbury, in which case this Agreement shall be of no further force and effect, and the Deposit returned to Purchaser, or (ii) close on the purchase and sale hereunder, waiving said unsatisfied conditions for the benefit of Purchaser. In the event Purchaser elects to terminate this Agreement, the parties agree that the “Extension Period,” as such term is defined in the letter agreement dated July 28, 2016, and as further referenced in the letter of intent dated September 13, 2016, is and shall be extended 30 days after receipt of Purchaser’s notice of termination in accordance with the terms hereinafter set forth.

7. INDEMNIFICATION. Each of Salisbury and Glycotech agrees to indemnify, defend, and hold harmless Purchaser from and against, and to reimburse Purchaser with respect to, any and all claims, demands, losses, damages, liabilities, causes of action, judgments, penalties, costs, and expenses (including attorneys’ fees and expenses and court costs and cost of investigation and remediation) of any and every kind or character, known or unknown, fixed or contingent, imposed on, asserted against, or incurred by Purchaser at any time and from time to time by reason of, in connection with, or arising out of (a) the breach of or noncompliance with any representation, warranty or agreement of Salisbury or Glycotech as set forth herein, (b) the operation of the Facility or the Assets and any activities related thereto or to the Real Property prior to Closing, by or on behalf of Salisbury or Glycotech or any other party, including without limitation a failure to comply with or liabilities arising under Environmental Laws, (c) the existence of any Hazardous Materials at, on or under the Real Property, the Facility or the Assets prior to Closing, or (d) the Excluded Liabilities.

Purchaser agrees to indemnify, defend, and hold harmless Salisbury and Glycotech from and against, and to reimburse Salisbury and Glycotech with respect to, any and all claims, demands, losses, damages, liabilities, causes of action, judgments, penalties, costs, and expenses (including attorneys’ fees and expenses and court costs and cost of investigation and remediation) of any and every kind or character, known or unknown, fixed or contingent, imposed on, asserted against, or incurred by Salisbury or Glycotech by reason of and arising out of Purchaser’s operation of the Facility subsequent to Closing, but expressly excluding any claims related to Excluded Liabilities, and Salisbury’s and Glycotech’s indemnification obligations set forth in the preceding paragraph.

8. BROKERAGE COMMISSION. Purchaser and Salisbury represent and warrant to the other that neither is obligated to a real estate or business broker in connection with this transaction.

9. CLOSING.

(a) Unless extended in writing by agreement of the parties or as otherwise provided in this Agreement, Purchaser and Salisbury shall consummate and close the sale contemplated by this Agreement on or before the date 30 days following the Effective Date, at a time and place mutually acceptable to Purchaser and Salisbury.

(b) Salisbury shall pay all required transfer taxes or transfer fees as required by state or local law and its attorneys’ fees. Purchaser and Salisbury agree to prorate as of the date of the Closing the ad valorem property taxes for the Real Property.

(c) Purchaser shall pay the cost of its attorney’s fees.

(d) At close of business on the day immediately before the day of Closing, Salisbury shall (i) gather all known keys relating to the Facility operations; (ii) remove those items of personal property not being sold to Purchaser hereunder; and (iii) arrange for utilities to be read and the billing of such utilities on and after the day of Closing to be in the name of Purchaser. At Closing, Salisbury shall deliver all keys relating to the Facility operations to Purchaser.

(e) At Closing, Salisbury or Glycotech shall deliver to Purchaser the following documents:

(i) Special Warranty Deed conveying the Real Property to Purchaser together with any necessary sewer, utility and access easements;

(ii) Bill of Sale and Assignment (from each of Salisbury and Glycotech), conveying to Purchaser the personal property Assets;

(iii) a certificate of existence, dated not later than twenty (20) days before the Closing, from the Secretary of State of North Carolina;

(iv) certified resolutions of the board of directors and members and managers, as applicable, authorizing the execution and delivery of this Agreement and the documents to be executed and delivered in connection herewith, the performance of Salisbury’s or Glycotech’s obligations hereunder and consummation by Salisbury or Glycotech of the transactions contemplated by this Agreement;

(v) a termination agreement with respect to the Glycotech Lease;

(vi) a signed counterpart of a termination agreement with respect to the PSA, containing a mutual release of all claims and obligations, except for the post-closing reconciliation of expenses to be conducted in accordance with Section 9(i) of this Agreement; and

(vii) a signed counterpart of an amendment to the ROFR Agreement in accordance with Section 4 of this Agreement (including a “memorandum” in recordable form regarding the ROFR Agreement as so amended).

(f) At Closing, Purchaser shall deliver or cause to be delivered to Salisbury:

(i) The $100,000 payment to be made in accordance with Section 2 of this Agreement, which payment shall be accomplished by payment of the Deposit from Escrow Agent to Salisbury;

(ii) The Purchase Money Note;

(iii) The Purchase Money Deed of Trust;

(iv) a UCC-1 financing statement suitable for filing with the Delaware Secretary of State perfecting the purchase money security interest in the personal property conveyed under this Agreement;

(v) a signed counterpart of a termination agreement with respect to the PSA, containing a mutual release of all claims and obligations, except for the post-closing reconciliation of expenses to be conducted in accordance with Section 9(i) of this Agreement; and

(vi) a signed counterpart of an amendment to the ROFR Agreement in accordance with Section 4 of this Agreement (including a “memorandum” in recordable form regarding the ROFR Agreement as so amended).

(g) At Closing, Salisbury and Glycotech shall also deliver copies of all books and records in such parties’ possession pertaining to the business of the Facility.

(h) Salisbury, Glycotech and Purchaser shall each execute and deliver to the other such other certificates, documents, affidavits, closing statements, and instruments as may be reasonable and necessary in the opinion of counsel for the other to consummate and close the purchase and sale contemplated by this Agreement.

(i) Purchaser and Glycotech each agree to conduct a final reconciliation within ten (10) days after Closing with respect to the Monthly Operating Fees (as such term is defined in the PSA) paid by Purchaser and the actual operating costs incurred by Glycotech. Any amounts owing to either Purchaser or Glycotech as a result of such final reconciliation shall be paid within twenty (20) days after Closing.

(j) Reference is made to the letter agreement between the parties dated July 28, 2016. The parties hereby amend such letter agreement by replacing September 15, 2016 with the date which is 30 days after the Effective Date (or if applicable, the date which is the Outside Date) each time it appears in such letter agreement.

10. RISK OF LOSS. Salisbury and Glycotech shall bear all risk of condemnation and of loss, damage or destruction to the Real Property and the Assets prior to the Closing.

11. DEFAULT. In the event either party defaults under this Agreement and such default (other than a default in the payment of the Deposit or execution and delivery of the documents required to be delivered at Closing) is not cured within five (5) business days after receipt of notice from the non-defaulting party describing the alleged default, the non-defaulting party shall have all rights and remedies available to it at law or in equity, including a suit for specific performance and/or an action for damages.

12. MISCELLANEOUS.

12.1 Notices

(a) All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and mailed or delivered:

(i) If to the Salisbury or Glycotech, to:

Salisbury Partners, LLC

Glycotech, Inc.

24 West Salisbury Street

Wrightsville Beach, NC 28480

Attention:

with a copy to:

Siegel & Rhodenhiser, PLLC1426 Commonwealth Drive

Suite B

Wilmington, NC 28403

(ii) If to Purchaser, to:

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, California 94608

Attention:

with copies to:

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, California 94608

Attention:

and to:

Smith, Anderson, Blount, Dorsett,

Mitchell & Jernigan, L.L.P.

Wells Fargo Capitol Center

150 Fayetteville Street, Suite 2300

Post Office Box 2611

Raleigh, North Carolina ###-###-####

Attention:

(b) All notices and other communications required or permitted under this Agreement that are addressed as provided above will be delivered by any courier or postal service that provides a publically-available database that shows the actual date of delivery (such as via tracking number). The parties hereto may from time to time change their respective addresses for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.

12.2 Law To Govern. This Agreement shall be governed by and construed and interpreted under the laws of the State of North Carolina.

12.3 No Waiver. The failure of either party to exercise any power given any party hereunder or to insist upon strict compliance by either party of its obligations hereunder shall not constitute a waiver of either party’s right to demand exact compliance with the terms hereof.

12.4 Entire Agreement; Modification. This Agreement and the closing documents described herein, and contain the entire agreement of the parties with respect to the subject matter hereof, and no representations, inducements, promises or agreements, oral or otherwise between the parties not embodied herein or therein shall be of any force and effect. No amendment to this Agreement shall be binding on any of the parties to this Agreement unless such amendment is in writing and executed by all of the parties to the Agreement. For clarity, this Agreement supersedes the Letter of Intent Agreement among the parties dated September 13, 2016.

12.5 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one instrument.

12.7 Survival of Warranties. Except as otherwise set forth herein, all representations and warranties contained in this Agreement shall survive Closing.

12.8 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12.9 Captions. Captions and headings throughout this Agreement are for convenience and reference only, and they shall not define, limit, modify or add to the interpretation or meaning of any provisions of this Agreement or in any way affect the scope, intent or effect of this Agreement.

12.10 Force Majeure. Whenever a period of time is provided for in this Agreement for either party to do or perform any act or thing, said party shall not be responsible for any delay due to acts of God or other causes beyond the reasonable control of said party, and in such event the time period shall be extended for the amount of time said party is so delayed.

12.11 Assignment. Purchaser shall have the right to assign this Agreement and its rights hereunder, in whole or in part, at any time and from time to time, to any subsidiary or affiliate of Purchaser without any prior consent from Salisbury or Glycotech; provided, however, that notwithstanding such assignment, Purchaser shall remain liable for its obligations hereunder. Otherwise, neither party may assign this Agreement without the prior written consent of the other party.

12.12 Additional Instruments. The parties hereto shall execute and deliver any and all additional documents, certifications, or other instruments and to perform any and all additional actions as shall be necessary to give full effect and complete the purpose and intent of this Agreement.

12.13 Escrow Provisions. Upon its receipt thereof, Escrow Agent shall deposit the Deposit in a federally insured account. Except as otherwise provided in this Agreement, the Deposit shall be delivered by Escrow Agent to Salisbury at the Closing for application against the Purchase Price; provided, however, if Purchaser shall be entitled to a refund of the Deposit in accordance with the terms of this Agreement, Escrow Agent shall promptly refund the Deposit to Purchaser. Escrow Agent shall have no liability to any party hereto in acting or refraining from acting hereunder except for willful malfeasance and shall perform such function without compensation. In the event of any dispute between the parties hereto or between Escrow Agent and Salisbury or Purchaser, Escrow Agent may deposit the Deposit in a court of competent jurisdiction for the purpose of obtaining a determination of such controversy. Upon delivery of the Deposit to Escrow Agent, Escrow Agent will acknowledge to the parties in writing (which may be by email) that the Deposit is being held pursuant to the terms of this Agreement.

12.14 Confidentiality. This Agreement and the closing documents referred to herein, and the transactions contemplated thereby, shall constitute Confidential Information (as defined in Section 10 of the PSA) of each party hereto. Neither party shall publicly announce or disclose this Agreement or the transactions contemplated hereby. For clarity Section 10 of the PSA shall survive the termination of the PSA. Notwithstanding the foregoing and Section 10 of the PSA, a party may disclose Confidential Information as required by applicable laws, rules and regulations including those of the Securities and Exchange Commission or any stock exchange on which a party’s securities are traded.

12.15 Release. Each of Salisbury and Glycotech and its affiliates, agents, owners, successors, and assigns, hereby fully release and waive against the Purchaser and its affiliates, agents, successors, and assigns, any and all rights, claims, actions, causes of action, damages, and liabilities whatsoever, including costs, expenses, and attorneys’ fees, whether known or unknown, accrued or unaccrued, that arise out of or relate to the migration or similar movement of any Hazardous Materials (which existed at any time prior to the Closing at, on or under the Real Property or the Facility) from the Real Property or the Facility to any of the Adjacent Parcels or any portion thereof, or any other property, whether such migration occurred or occurs before or after the Closing. Salisbury agrees that it shall not convey or otherwise transfer any interest in the Adjacent Parcels to any party without first obtaining a release substantially identical to the release set forth in this Section 12.15 which is binding and enforceable against the transferee by and for the benefit of the Purchaser and its successor and assigns including any successor or assign to the Real Property.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

[signature page to Purchase and sale Agreement]

IN TESTIMONY WHEREOF, Salisbury, Glycotech and Purchaser have each caused this Agreement to be executed by a duly authorized officer, member, or manager.

SALISBURY PARTNERS, LLC

By: /s/ Margaret Collins

Name: Margaret Collins

Title: Managing Member

GLYCOTECH, INC.

By: /s/ Margaret Collins

Name: Margaret Collins

Title: President

AMYRIS, INC.

By: /s/ John Melo

Name:

Title:

Schedule 1(a)

BEING all of Tract 1R, as shown on the plat prepared by Hanover Design Services, P.A. and recorded in Map Cabinet 92, Page 18, Brunswick County Registry.

Schedule 1(b)

Manufacturing Equipment

GLYCOTECH Equipment listing of reactors and tanks REVISED December 12, 2014

FV=	full vacuum	PE=	Polyethylene
SS=	stainless steel	CON=	Concrete
GL=	glass lined steel	WWB=	Well water building
PP=	Processing pad	Bldg #1=	Office, lab, locker room, & warehouse
BT=	Bulk Tank farm	MCC=	Motor Control Center (electrical room)
WWPT=	Waste water treatment area	HS=	hydrogen storage area
BL=	Bleanding and drying room	MS=	Maintenance shop area
FG=	Fiberglass	PITO=	Property in the Open


Reactors and Receivers
Vessel ID	size (gals)	jacket/coils	material of construction	open or closed top	MAWP pressure rating (PSIG)	heating medium
HR-1	2,000	jacketed, internal coils	316 SS	closed	FV to 440	steam
HR-28	1,200	jacketed, internal coils	304SS	closed	FV to 585	hot oil or steam
R-45	1,000	jacketed, internal coils	304SS	closed	FV to 1,700	hot oil or steam
OR-6	500	jacketed, internal coils	Titanium Clad	closed	FV to 1,100	hot oil or steam
HT-3	3,000	jacketed	316 SS	closed	FV to 55	steam
NT-11	2,500	jacketed	304SS	closed	FV to 35	steam
NR-12	2,000	jacketed, internal coils	316SS	closed	FV to 60	steam
HT-29	2,000	jacketed	316SS	closed	FV to 75	steam
HT-30	1,500	jacketed	316SS	closed	FV to 75	steam
ER-9	1,500	jacketed	GL	closed	FV to 100	steam
ET-8	1,000	no jacket	GL	closed	FV to 100	none
GT-31	2,000	no jacket	GL	closed	FV to 35	none
NT-13	1,500	jacket	SS	closed	atmospheric	steam
HT-2	900	no jacket	SS	closed	atmospheric	none
HT-27	850	no jacket	SS	closed	FV to 75	none
Cent #1	24" X 48"		SS	closed	atmospheric	none
Cent #2	24" X 48"		SS	closed	atmospheric	none
Cent #3	24" X 48"		SS	closed	atmospheric	none
CT-4	600	no jacket	SS	closed	atmospheric	none
CT-10	600	no jacket	SS	closed	atmospheric	none
OT-5	500	jacketed	SS	closed	atmospheric	steam
T-32	350	jacketed	SS	closed	FV to 25	steam
30" Niagara filter
18" Niagara filter A
18" Niagara filter B
18" Niagara filter C
Flowmeters on PP
Foxboro controller/recorders (16)
Reactor load cells and displays (5)
Batch Master controller (1)
Structural Steel Platform with roof
Stokes vacuum pump (150 cfm) (2)
Stokes vacuum pump (300 cfm) (1)
Stokes vacuum pump (150cfm) (1)
100rton cryogenic chiller

Reactors and Receivers
Vessel ID	size (gals)	jacket/coils	material of construction	open or closed top	MAWP pressure rating (PSIG)	heating medium
Haskell hydrogen gas compressors (2 installed & 1 spare)
Steam tray dryers and racks (3)
Stokes 100 ft3 Rotary Vacuum dryer
SS Ribbon Blender (2) 180 ft3 & 200 ft3 plus rotary sieves KASON
SS packaging hopper
150 Hp Steam Boiler
Fulton Hot Oil Boiler 2.4 MM BTU/hr
30 Hp Steam Boiler
Scrubber tower
Air compressor
Maintenance shop equipment and tolls
Motor Control Room (buckets, switchgear, VFDs, and transformer)
Misc installed items: piping, valves, gauges, transducers, RTDs, transmitiers, thermocouples, displays, seals, etc…
Spare parts: electric motors, pumps, seals, valves, gauges, etc…


CT-14	350	no jacket	SS	closed	atmospheric	none
EC-1 (Liq/Liq extractor column)	1,200	pre-heater & post -cooler	SS	closed	FV to 15	steam
REC-400 receiver for HT-30	400	no jacket	SS	closed	FV to 15	none
REC-75 receiver for HR-28	75	no jacket	SS	closed	FV to 15	none
REC-70 receiver for HR-1	70	jacketed	SS	closed	FV to 17	steam
REC-60 receiver for R-45	60	no jacket	SS	closed	FV to 15	none

TOTAL SITE REACTOR CAPACITY=	27,655

Storage Tanks
Vessel ID	size (gals)	jacket/coils	material of construction	open or closed top	MAWP pressure rating	heating medium
BS-21	10,000		304 SS	closed	0.5 " water	none
BS-22	10,000		304 SS	closed	0.5 " water	none
BS-23	10,000	heat/cool heat exchanger on recirc. loop, insulated	304 SS	closed	0.5 " water	steam
BS-24	12,500	belly band, insulated	304 SS	closed	0.5 " water	steam
BS-25	12,500	belly band, insulated	304 SS	closed	0.5 " water	steam
BS-26	10,000		304 SS	closed	0.5 " water
GL-5000	5,000		GL	closed	atmospheric
Daytank #1	10,000		FG	closed	atmospheric	none
Daytank #2	10,000		FG	closed	atmospheric	none
Daytank #3	18,000		FG	closed	atmospheric	none
Digester	12,000		FG	open	atmospheric	none
Polytank #1	2,500		PE	closed	atmospheric	none
Polytank #2	1,200		PE	closed	atmospheric	none
Scrubber reservoir	2,500		FG	closed	atmospheric	none

Total =	126,200

Dedicated Storage Tanks/Basins
Vessel ID	size (gals)	jacket/coils	material of construction	open or closed top	MAWP pressure rating	heating medium
Aeration Basin	150,000		CON	open	atmospheric	none
Equalization Basin	150,000		CON	open	atmospheric	none
Settling Tank	12,000		CON	open	atmospheric	none
well water tank	10,000		CS	closed	atmospheric	none
air compressor
Hurricane filter separator
aerators (2)
Blowers (2)
Pumps (6)
oil grease separator
waste water treatment system
filter press
No. 2 Fuel oil storage tank	10,000		CS	closed	atmospheric	none

TOTAL =	332,000

Lab equipment and fixtures
item ID	size (gals)	jacket/coils	material of construction	open or closed top	MAWP pressure rating	heating medium
HP Gas Chromatograph (2) with integrators
UV/Vis Spectrophotmeter
Karl Fisher Accumet titrator
HACH Multimeter and accessories
BUCHI Rotoevap R
Brookfiled Viscometer (2)
Refractometer
UV LC Detector and column oven
Flash point Koehler
pH meters (3)
Melting point
Analytical balance (2)
Lab refrigerator
microscopes (2)
Air ovens (3)
Vacuum ovens (2)
vacuum pumps (2)
misc. glassware
Exhaust Hoods (2)
Autoclave (Parr Instruments, 1 gallon, rated for 6,000 psi, 650 degrees, 316 stainless steel, with controller
TOTAL =	0

TOTAL SITE STORAGE CAPACITY =	458,200


Replacement value estimate for processing equipment on site:

Schedule 1(c)

Fixtures, Machinery and Equipment

Lab Equipment and Analytical Instruments

Three (3) Forklifts

Schedule 1(e)

Inventory and Raw Materials

Nitrogen

Lab gases

Filter bags and cartridges

Schedule 3

Employees

NON-EXEMPT STAFF
EE	Position	2016 Base Hourly Wage	Date of Hire

EXEMPT STAFF
EE	Position	2016 Base Salary	Date of Hire