Forbearance Agreement

On May 3, 2017, TerraVia Holdings, Inc. (the “Company”) entered into a Forbearance Agreement (the “Forbearance Agreement”) with certain beneficial owners and/or investment advisors or managers of discretionary accounts for such beneficial owners (the “Consenting Holders”). The Consenting Holders currently represent approximately 81% in aggregate principal amount of the Company’s 5.00% convertible senior subordinated notes due 2019 (the “2019 Notes”). The 2019 Notes were issued to an Indenture, dated as of April 1, 2014 (the “Indenture”).

to the Forbearance Agreement, each Consenting Holder has agreed that, during the “Forbearance Period” and subject to certain termination events, it will not, among other things, (i) take any action, enforce any of its rights or remedies or accelerate the obligations under the Indenture, the 2019 Notes or otherwise or (ii) direct the trustee under the Indenture to take any action, enforce any rights or remedies or accelerate the obligations under the Indenture, the 2019 Notes or otherwise, in each case (x) against the Company, its affiliates or, in each case, any assets thereof, and (y) solely with respect to the Company’s failure to make the interest payment due on April 3, 2017 on the 2019 Notes. As originally defined in the Forbearance Agreement, the “Forbearance Period” was to end on the earlier of June 28, 2017 (the “Outside Date”) and the occurrence of any of the specified early termination events described therein. On June 28, 2017 the Consenting Holders agreed to extend the Outside Date from June 28, 2017 to July 17, 2017, and on July 17, 2017 the Consenting Holders agreed to extend the Outside Date from July 17, 2017 to July 20, 2017. On July 19, 2017 the Consenting Holders agreed to extend the Outside Date from July 20, 2017 to July 24, 2017, and on July 24, 2017 the Consenting Holders agreed to extend the Outside Date from July 24, 2017 to August 1, 2017.