Case CSS Doc 452 Filed 12/22/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) ) ) )

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1 Case CSS Doc 452 Filed 12/22/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TERRAVIA HOLDINGS, INC., et al., Debtors. 1 Chapter 11 Case No (CSS Jointly Administered Re: Docket No. 368 NOTICE OF FILING PLAN SUPPLEMENT TO COMBINED DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY THE DEBTORS PLEASE TAKE NOTICE that on November 16, 2017, TerraVia Holdings, Inc. and its affiliated debtors and debtors-in-possession (the Debtors filed solicitation versions of the Combined Disclosure Statement and Chapter 11 Plan of Liquidation Proposed by the Debtors [Docket No. 368], as amended from time to time (the Combined Disclosure Statement and Plan 2. PLEASE TAKE FURTHER NOTICE that the Combined Disclosure Statement and Plan contemplate the submission of certain documents (or forms thereof, schedules, and exhibits (the Plan Supplement in advance of the Confirmation Hearing. PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the following Plan Supplement document: Exhibit A Plan Administrator Agreement 1 The debtors and debtors in possession in these chapter 11 cases, along with the last four digits of their respective Employer Identification Numbers, are as follows: TerraVia Holdings, Inc. (7078, Solazyme Brazil LLC (2839 and Solazyme Manufacturing 1, LLC (4172. The debtors mailing address is 225 Gateway Boulevard, South San Francisco, CA Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Combined Disclosure Statement and Plan. RLF v.5

2 Case CSS Doc 452 Filed 12/22/17 Page 2 of 3 PLEASE TAKE FURTHER NOTICE that the forms of the documents contained in the Plan Supplement are integral to, and are considered part of, the Combined Disclosure Statement and Plan. If the Combined Disclosure Statement and Plan is confirmed, the documents contained in the Plan Supplement will be approved by the Bankruptcy Court pursuant to the order confirming the Combined Disclosure Statement and Plan (the Confirmation Order. PLEASE TAKE FURTHER NOTICE that the document contained in the Plan Supplement is a draft and the Debtors reserve the right, subject to the terms and conditions of the Combined Disclosure Statement and Plan, to alter, amend, modify, or supplement such document, from time to time and file any such amendments with the Court. PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right, subject to the terms and conditions set forth in the Combined Disclosure Statement and Plan, to add additional documents to the Plan Supplement. PLEASE TAKE FURTHER NOTICE that the Plan Supplement and Combined Disclosure Statement and Plan may be viewed for free at the website of the Debtors claims and noticing agent, Kurtzman Carson Consultants LLC ( KCC at or for a fee on the Bankruptcy Court s website at PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing is currently scheduled for January 8, 2018 at 1:00 p.m. (prevailing Eastern Time before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, located at 824 N. Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware The Confirmation Hearing may be continued by RLF v.5 2

3 Case CSS Doc 452 Filed 12/22/17 Page 3 of 3 the Court or by the Debtors without further notice other than by announcement of same in open court and/or by filing a notice of adjournment. Dated: December 22, 2017 Wilmington, Delaware Respectfully submitted, RICHARDS, LAYTON & FINGER, P.A. /s/ Mark D. Collins Mark D. Collins (No Amanda R. Steele (No One Rodney Square 920 North King Street Wilmington, Delaware Tel.: ( Fax: ( collins@rlf.com steele@rlf.com -and- DAVIS POLK & WARDWELL LLP Damian S. Schaible (admitted pro hac vice Steven Z. Szanzer (admitted pro hac vice Adam L. Shpeen (admitted pro hac vice 450 Lexington Avenue New York, New York Tel.: ( Fax: ( damian.schaible@davispolk.com steven.szanzer@davispolk.com adam.shpeen@davispolk.com Counsel to the Debtors and Debtors in Possession RLF v.5 3

4 Case CSS Doc Filed 12/22/17 Page 1 of 12 Exhibit A Plan Administrator Agreement RLF v.5

5 Case CSS Doc Filed 12/22/17 Page 2 of 12 PLAN ADMINISTRATOR AGREEMENT This Plan Administrator Agreement (the Agreement is made as of January, 2018, by and among Terravia Holdings, Inc. ( TerraVia, Solazyme Brazil LLC And Solazyme Manufacturing 1, LLC (collectively, the Debtors, and Emerald Capital Advisors Corp. (the Plan Administrator, and together with Debtors, the Parties pursuant to the Combined Disclosure Statement and Chapter 11 Plan of Liquidation Proposed by the Debtors [Docket No. 368], as amended from time to time (the Combined Disclosure Statement and Plan. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Combined Disclosure Statement and Plan. RECITALS WHEREAS, on August 2, 2017, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ; WHEREAS, on November 16, 2017, the Debtors filed with the Bankruptcy Court the Combined Disclosure Statement and Plan; WHEREAS, by order dated January [8], 2018, the Bankruptcy Court entered an order [Docket. No. [ ]](the Confirmation Order confirming and approving on a final basis the Combined Disclosure Statement and Plan; WHEREAS, on the Effective Date, pursuant to the terms of the Combined Disclosure Statement and Plan and Confirmation Order, TerraVia will issue one share of stock in Liquidating TerraVia to the Plan Administrator; WHEREAS, on the Effective Date, pursuant to the terms of the Combined Disclosure Statement and Plan and Confirmation Order, the Plan Administrator will be deemed to be the sole shareholder, officer, director or manager for the Liquidating Debtors; and WHEREAS, under the terms of the Combined Disclosure Statement and Plan and the Confirmation Order, the Plan Administrator will be the representative of the Debtors, the Liquidating Debtors, and their Estates from and after the Effective Date for purposes of administering and consummating the Combined Disclosure Statement and Plan. NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and affirmed, the Parties hereby agree as follows: ARTICLE I THE PLAN ADMINISTRATOR 1.1 Appointment. The Plan Administrator has been designated by the Debtors, with the reasonable consent of the Required DIP Lenders and DIP Agent, pursuant to Section 10(a of the Combined Disclosure Statement and Plan, with the powers of a trustee and as representative of the Debtors, the Liquidating Debtors and/or their Estates from and after the Effective Date for 1

6 Case CSS Doc Filed 12/22/17 Page 3 of 12 purposes of administering and consummating the Combined Disclosure Statement and Plan as provided therein. 1.2 General Duties and Powers. (a Pursuant to Section 10(c of the Combined Disclosure Statement and Plan, the Plan Administrator shall, in accordance with the Combined Disclosure Statement and Plan, shall have the same powers as the members, managers, and officers of the Debtors, subject to the provisions hereof and of the Combined Disclosure Statement and Plan; provided, however, that nothing in this Agreement shall be deemed to prevent the Plan Administrator from taking, or refrain from taking, any action that, based upon the advice of counsel, it determines it is obligated to take (or must refrain from taking in the performance of any fiduciary or similar duty which the Plan Administrator owes to any other person or entity. (b In accordance with Section 13(a(1 of the Combined Disclosure Statement and Plan, on the Effective Date, TerraVia shall issue one share of stock, and such share of stock will remain outstanding until Liquidating TerraVia is dissolved in accordance with the terms and provisions of the Combined Disclosure Statement and Plan. (c The power and authority of any officers, members, managers, and employees who served the Debtors in such capacity immediately prior to the Effective Date shall be terminated on the Effective Date. (d The duties and powers of the Plan Administrator shall include, but not be limited to, the following: (i To exercise all power and authority that may be necessary to implement the Combined Disclosure Statement and Plan and enforce all provisions thereof, commence and prosecute all proceedings that may be commenced and take all actions that may be taken by any officer, manager, or member of Debtors with like effect as if authorized, exercised and taken by unanimous action of such officers, managers, and members, including consummating the Combined Disclosure Statement and Plan; (ii To maintain all bank accounts, make Distributions and take other actions consistent with the Combined Disclosure Statement and Plan, including the maintenance of appropriate reserves (including the Wind-down Account, in the name of Debtors; (iii To maintain the books and records of the Debtors; (iv To take all steps reasonably necessary and practicable to terminate the corporate existence of the Debtors as and when provided for in the Combined Disclosure Statement and Plan; (v To incur reasonable and necessary expenses in connection with the implementation and consummation of the Combined Disclosure Statement and Plan; 2

7 Case CSS Doc Filed 12/22/17 Page 4 of 12 (vi To make decisions without Bankruptcy Court approval, regarding the retention or engagement of professionals or other Persons, and to pay, without Bankruptcy Court approval, all reasonable fees and expenses of the Debtors or the Liquidating Debtors, as applicable, accruing from and after the Effective Date, including, without limitation, any and all Professional Fee Claims; (vii To collect and liquidate any assets of the Debtors remaining after the Effective Date and to administer the wind-down of the Liquidating Debtors; (viii To prepare and file Tax returns and related forms and filings on behalf of the Debtors, to protest or appeal any Tax assessment, and to apply for or otherwise pursue any Claim for any Tax refund, rebate or reduction; (ix name of Debtors; To prosecute and/or settle Causes of Action on behalf of and in the (x To seek a determination of Tax liability under section 505 of the Bankruptcy Code or otherwise and to pay, or cause to be paid, from the remaining assets of the Debtors, any Taxes incurred by the Plan Administrator and/or the Debtors before or after the Effective Date; (xi To collect, or cause to be collected, any accounts receivable or other claims of the Debtors not otherwise disposed of pursuant to the Combined Disclosure Statement and Plan; (xii To invest, or cause to be invested, Cash as deemed appropriate by the Plan Administrator; (xiii To enter, or cause to be entered, into any agreement or execute any document required by or consistent with the Combined Disclosure Statement and Plan and perform all of the Debtors obligations thereunder; (xiv To abandon, or cause to be abandoned, in any commercially reasonable manner any assets of the Debtors that the Plan Administrator reasonably concludes are of no benefit to the Estates; (xv To file, prosecute and/or settle objections to proofs of claim filed in the Chapter 11 Cases; (xvi To take all other actions not inconsistent with the provisions of the Combined Disclosure Statement and Plan which the Plan Administrator deems reasonably necessary or desirable in connection with the administration and consummation of the Combined Disclosure Statement and Plan; and (xvii To exercise such other powers as may be vested in the Plan Administrator by order of the Bankruptcy Court. 3

8 Case CSS Doc Filed 12/22/17 Page 5 of 12 On and after the Effective Date, the Plan Administrator may exercise any of the foregoing powers without any further order of the Bankruptcy Court provided the Plan Administrator acts in conformity with the Combined Disclosure Statement and Plan, applicable law, and any applicable orders of the Bankruptcy Court. 1.3 Compensation of Plan Administrator. The Plan Administrator shall be entitled to receive fees and expenses for its services as set forth on Exhibit A attached hereto, and pursuant to Section 10(d of the Combined Disclosure Statement and Plan. 1.4 Retention of Professionals. The Plan Administrator shall retain Ashby & Geddes, PA, as its legal counsel in the Chapter 11 Cases, and shall retain other advisors and professionals, in consultation with Ashby & Geddes, PA, to the extent necessary. 1.5 Resignation or Death of Plan Administrator. In the event of the resignation, death or incapacity of the Plan Administrator, counsel to the Liquidating Debtors shall designate another Person or Entity, subject to reasonable consent of the Required DIP Lenders and DIP Agent, to serve as Plan Administrator within thirty (30 days of such event, as such time may be extended for cause, and thereupon the successor Plan Administrator, without any further act or need for an order of the Bankruptcy Court, shall become fully vested with all of the rights, powers, duties and obligations of the predecessor; provided, however, that the Plan Administrator shall be deemed removed on the date the Chapter 11 Cases are closed, and no successor thereto shall be designated. 1.6 No Agency Relationship, Limitation of Liability of Plan Administrator, Indemnification, and Insurance. (a The Plan Administrator and its agents shall not be deemed to be the agent for any of the holders of Claims in connection with the Cash held or distributed pursuant to the Combined Disclosure Statement and Plan. (b The Plan Administrator and its agents shall not be liable for any mistake of fact or law or error of judgment or any act or omission of any kind unless it has been determined by a Final Order of a court of competent jurisdiction that such mistake or error constitutes fraud, gross negligence, bad faith, self-dealing, breach of fiduciary duty or willful misconduct. (c In accordance with Article X.E. of the Combined Disclosure Statement and Plan, the Liquidating Debtors shall indemnify and hold harmless (i the Plan Administrator (solely in its capacity as such and in its capacity as officer and director of the Liquidating Debtors and (ii the Plan Administrator Professionals ((i and (ii collectively, the Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs and expenses, including, but not limited to, attorneys fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, other than acts or omissions resulting from such Indemnified Party s bad faith, willful misconduct (including, without limitation, actual fraud or gross negligence, with respect to the Liquidating Debtors or the implementation or administration of the Combined Disclosure Statement and Plan or Plan Administrator Agreement. To the extent that an Indemnified Party asserts a claim for 4

9 Case CSS Doc Filed 12/22/17 Page 6 of 12 indemnification as provided above, (i any payment on account of such claim shall be paid solely from the Wind-down Account and (ii the legal fees and related costs incurred by counsel to the Plan Administrator in monitoring and participating in the defense of such claims giving rise to the asserted right of indemnification shall be advanced to such Indemnified Party (and such Indemnified Party undertakes to repay such amounts if it ultimately shall be determined that such Indemnified Party is not entitled to be indemnified therefore out of the Wind-down Account or any insurance purchased using the Wind-down Account. The indemnification provisions of the Plan Administrator Agreement shall remain available to and be binding upon any former Plan Administrator or the estate of any decedent of the Plan Administrator and shall survive the termination of the Plan Administrator Agreement. (d In accordance with Article X.E. of the Combined Disclosure Statement and Plan, the Plan Administrator shall be authorized to obtain and pay for, out of the Wind-down Account, all reasonably necessary insurance coverage for himself, its agents, representatives, employees or independent contractors and the Liquidating Debtors, including, but not limited to, coverage with respect to (i any property that is or may in the future become the property of the Liquidating Debtors or their Estates and (ii the liabilities, duties and obligations of the Plan Administrator and its agents, representatives, employees or independent contractors under the Plan Administrator Agreement (in the form of an errors and omissions policy or otherwise, the latter of which insurance coverage may remain in effect for a reasonable period of time as determined by the Plan Administrator after the termination of the Plan Administrator Agreement. 1.7 Exculpation. Except as otherwise specifically provided in the Combined Disclosure Statement and Plan, neither the Plan Administrator, nor any director, officer, affiliate, employee, employer, professional, successors, assigns, agent, or representative of the Plan Administrator (each, a Plan Administrator Exculpated Party and collectively, the Plan Administrator Exculpated Parties shall be liable for any claims, suits, liabilities, actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, interest, penalties, assessments, demands, charges, fees, judgments, awards, disbursements and amounts paid in settlement, punitive damages, foreseeable and unforeseeable damages, incidental or consequential damages, of whatever kind or nature (including reasonable attorneys fees and other costs of defense and disbursements (collectively, Losses, whether or not in connection with litigation in which any Plan Administrator Exculpated Party is a party, or enforcing this Agreement (including these exculpation provisions, as and when imposed on such Plan Administrator Exculpated Party, incurred, caused by, relating to, based upon or arising out of (directly or indirectly any of the Plan Administrator s execution, delivery, and acceptance of or the performance or nonperformance of its powers, duties and obligations under this Agreement or as may arise by reason of any action, omission, or error of a Plan Administrator Exculpated Party; provided, however, that the foregoing limitation shall not apply to any Losses suffered or incurred by any holder of a Claim that are found in a final judgment by a court of competent jurisdiction (not subject to further appeal to have resulted primarily and directly from the fraud, gross negligence, bad faith, self-dealing, breach of fiduciary duty or willful misconduct of such Plan Administrator Exculpated Party. Every act taken or omitted, power exercised, or obligation assumed by the Debtors, the Liquidating Debtors, their Estates or any Plan Administrator Exculpated Party pursuant to the provisions of this Agreement shall be held to be taken or omitted, exercised, or assumed, as the case may be, by the Debtors, the Liquidating Debtors, their Estates or any Plan Administrator Exculpated Party acting for and on behalf of their Estates 5

10 Case CSS Doc Filed 12/22/17 Page 7 of 12 and not otherwise; provided, however, that none of the foregoing entities or persons are deemed to be responsible for any other such entities or persons actions or inactions. Except as provided in the first proviso of the first sentence of this Section 1.7, every person, firm, corporation, or other entity contracting or otherwise dealing with or having any relationship with the Debtors, the Liquidating Debtors, their Estates or any Plan Administrator Exculpated Party on behalf of the Debtors, the Liquidating Debtors, their Estates shall have recourse only to the Debtors, the Liquidating Debtors and/or the Estates assets for payment of any liabilities or other obligations arising in connection with such contracts, dealings or relationships and the Debtors, the Liquidating Debtors, their Estates and the Plan Administrator Exculpated Parties shall not be individually liable therefor. 1.8 No Liability for Acts of Successor/Predecessor Plan Administrators. Upon the appointment of a successor Plan Administrator and the delivery of the Liquidating Debtors assets to the successor Plan Administrator, the predecessor Plan Administrator and any director, officer, affiliate, employee, employer, professional, agent, or representative of the predecessor Plan Administrator shall have no further liability or responsibility with respect thereto. A successor Plan Administrator shall have no duty to examine or inquire into the acts or omissions of its immediate or remote predecessor and no successor Plan Administrator shall be in any way liable for the acts or omissions of any predecessor Plan Administrator unless a successor expressly assumes such responsibility. A predecessor Plan Administrator shall have no liability for the acts or omissions of any immediate or subsequent successor Plan Administrator for any events or occurrences subsequent to the cessation of its role as Plan Administrator. 1.9 Reliance on Documents or Advice of Counsel. Except as otherwise provided in this Agreement, the Plan Administrator, and any director, officer, affiliate, employee, employer, professional, agent, or representative of the Plan Administrator may rely, and shall be protected from liability for acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document reasonably believed by such party to be genuine and to have been presented by the proper party. The Plan Administrator may rely upon written information previously generated by, or at the direction of, the Debtors, including without limitation, the claims register maintained by Kurtzman Carson Consultants LLC in the Chapter 11 Cases. The Plan Administrator shall not be liable for any action taken or not taken by the Plan Administrator in good faith and in reasonable reliance upon the advice of counsel or other professionals engaged by the Plan Administrator in accordance with this Agreement and the Combined Disclosure Statement and Plan. The Plan Administrator shall be indemnified for or in respect of any action taken, suffered, or omitted by it and in accordance with such advice or opinion as provided in Section 1.6 of this Agreement and the Combined Disclosure Statement and Plan Wind-down Account. On or before the Effective Date, the Debtors shall create and fund with Cash the Wind-down Account in the amount necessary to fund the Wind-down Budget, including amounts necessary to pay the fees and expenses of the Plan Administrator s professionals, and the amount necessary to pay in full (or reserve for accrued but unpaid Allowed Administrative Expense Claims (other than Professional Fee Claims, Allowed DIP Facility Claims, Allowed Priority Claims, Allowed Other Secured Claims, Allowed SVB Facility Claims and Allowed Convenience Claims. Any recovery of proceeds from the Liquidating Debtors assets, including any Causes of Action, shall be deposited by the Plan Administrator 6

11 Case CSS Doc Filed 12/22/17 Page 8 of 12 into the Wind-down Account. From time to time, the Plan Administrator shall determine whether the Cash in the Wind-down Account exceeds the amount of Cash needed to fund the Wind-down Budget and pay in full (or reserve for accrued but unpaid Allowed Administrative Expense Claims (other than Allowed Professional Fee Claims, Allowed DIP Facility Claims, Allowed Priority Claims, Allowed Other Secured Claims, Allowed SVB Facility Claims or Allowed Convenience Claims, and may transfer any such excess Cash, first, to the extent any Allowed Professional Fee Claim remains unpaid, and second, to the Disputed Claims Reserve (which Cash, for the avoidance of doubt, shall then be subject to potential distribution in connection with an Adjustment Distribution Survival. The provisions of this Article I shall survive the termination of this Agreement and the death, resignation, liquidation, dissolution, or replacement of the Plan Administrator. ARTICLE II TERMINATION 2.1 Termination. The Plan Administrator shall be discharged and this Agreement shall be terminated at the earliest to occur of (i the entry of a Final Order by the Bankruptcy Court closing all of or the last of the Chapter 11 Cases pursuant to section 350(a of the Bankruptcy Code, and (ii the date that is five (5 years from the Effective Date, provided, however, that such five-year term may be extended by Order of the Bankruptcy Court. ARTICLE III MISCELLANEOUS PROVISIONS 3.1 Relationship to the Combined Disclosure Statement and Plan. The principal purpose of this Agreement is to aid in the implementation of the Combined Disclosure Statement and Plan and, therefore, this Agreement incorporates and is subject to the provisions of the Combined Disclosure Statement and Plan. To that end, the Plan Administrator shall have full power and authority to take any action consistent with the purposes and provisions of the Combined Disclosure Statement and Plan. In the event that the provisions of this Agreement are found to be inconsistent with the provisions of the Combined Disclosure Statement and Plan, the provisions of this Agreement adopted and approved by the Bankruptcy Court, following substantial consummation (as such term is defined in Section 1101(2 of the Bankruptcy Code shall control over provisions of the Combined Disclosure Statement and Plan. 3.2 Confidentiality. The Plan Administrator shall, and shall cause its agents and representatives to, during the period that it serves as Plan Administrator under this Agreement to hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any entity or matter to which any of the Debtors assets relates or of which the Plan Administrator has become aware in its capacity as Plan Administrator. 3.3 Amendments. The Plan Administrator may, supplement, or amend this Agreement in its discretion to the extent necessary to fulfill the purposes of this Agreement and the Combined Disclosure Statement and Plan. 7

12 Case CSS Doc Filed 12/22/17 Page 9 of Waiver. No failure by the Plan Administrator to exercise or delay in exercising any right, power, or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any further exercise thereof, or of any other right, power, or privilege. 3.5 Cumulative Rights and Remedies. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights under law or in equity. 3.6 No Bond Required. Notwithstanding any state law to the contrary, the Plan Administrator (including any successor Plan Administrator shall be exempt from giving any bond or other security in any jurisdiction other than as provided otherwise in this Agreement. 3.7 Irrevocability. This Agreement and the Combined Disclosure Statement and Plan shall be irrevocable, except as otherwise expressly provided in this Agreement and in accordance with the Combined Disclosure Statement and Plan. 3.8 Tax Identification Numbers. The Plan Administrator may require any holder of a Claim to furnish to the Plan Administrator (i its social security number or employer or taxpayer identification number as assigned by the IRS and (ii the original Form W-8 or copy of Form W-9, as applicable, as completed by each holder of a Claim, and the Plan Administrator may condition any distribution to any holder of a Claim upon the receipt of such information. 3.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to rules governing the conflict of laws Severability. In the event that any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstance, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law Limitation of Benefits. Except as otherwise specifically provided in this Agreement, nothing herein is intended or shall be construed to confer upon or to give any person other than the parties hereto any rights or remedies under or by reason of this Agreement Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given to a person, if delivered in person or by facsimile with an electromagnetic report of delivery or if sent by overnight mail, registered mail, certified mail, or regular mail, with postage prepaid, to the following addresses: If to the Plan Administrator: Emerald Capital Advisors Corp. The Heron Building 70 East 55 th Street, 17 th Floor 8

13 Case CSS Doc Filed 12/22/17 Page 10 of 12 New York, New York With a copy to: Bill Bowden, Esq. Ashby & Geddes, PA 500 Delaware Avenue, 8th Fl Wilmington, DE Telephone: ( wbowden@ashbygeddes.com To the Debtors: Mark D. Collins Amanda R. Steele Richards, Layton & Finger, P.A. 920 North King Street Wilmington, DE Telephone: ( collins@rlf.com steele@rlf.com 3.13 Further Assurances. From and after the date hereof, the parties hereto covenant and agree to execute and deliver all such documents and notices and to take all such further actions as may reasonably be required from time to time to carry out the intent and purposes of this Agreement, and to consummate the transactions contemplated hereby Interpretation. The enumeration and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. Unless context otherwise requires, whenever used in this Agreement the singular shall include the plural and the plural shall include the singular, and words importing the masculine gender shall include the feminine and the neuter, if appropriate, and vice versa, and words importing persons shall include partnerships, associations, and corporations. The words herein, hereby, and hereunder and words with similar import, refer to this Agreement as a whole and not to any particular Section or subsection hereof unless the context requires otherwise Counterparts. This Agreement may be signed by the parties hereto in counterparts, which, when taken together, shall constitute one and the same document. Delivery of an executed counterpart of this Agreement by facsimile or in pdf format shall be equally effective as delivery of a manually executed counterpart. [The remainder of this page is intentionally left blank.] 9

14 Case CSS Doc Filed 12/22/17 Page 11 of 12 IN WITNESS WHEREOF, the Parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers or representatives, all as of the date first above written. PLAN ADMINISTRATOR Emerald Capital Advisors Corp. John P. Madden Founder and Managing Partner DEBTORS Name: Paul T. Quinlan Title: Chief Legal Officer of TerraVia Holdings, Inc. and its affiliated debtors and debtors in possession 10

15 Case CSS Doc Filed 12/22/17 Page 12 of 12 Exhibit A Plan Administrator Compensation Hourly Fees: The Plan Administrator will be compensated at the blended hourly rate of $375 for all professionals time, subject to a cap of $20,000 per month. Expense Reimbursement: The Plan Administrator shall be entitled to monthly reimbursement of reasonable out-of-pocket expenses incurred in connection with the services to be provided under this Agreement. Out-of-pocket expenses shall include, but not be limited to, all reasonable to travel, work related meals, report preparation, delivery services, photocopying and other costs included in providing the services.