Common use of Carry Clause in Contracts

Carry. If AMYRIS seeks to raise sufficient capital to fund its participation in the production of Products through the JV Company, then AMYRIS may submit written notice to TOTAL requesting that TOTAL make an offer to “carry” AMYRIS’ capital obligations for such participation (a “Carry Request”). The Carry Request shall include sufficient information in order for TOTAL to assess whether or not to offer AMYRIS a “carry”, including the amount of capital that AMYRIS desires for TOTAL to carry, a proposed interest rate or rate of return, as applicable, and a repayment schedule. TOTAL shall have sixty (60) days following receipt of such Carry Request to submit, in its sole discretion, a written offer to AMYRIS that sets forth the material terms of the “carry” (a “Carry Offer”). The Carry Offer may consist of the terms in AMYRIS’ Carry Request or may consist of entirely different terms, in TOTAL’s sole discretion (including guaranteeing a Third Party loan to access sufficient capital or other terms). If TOTAL does not submit a Carry Offer to AMYRIS within such 60 day period, TOTAL shall be deemed to have not made a “carry” offer. AMYRIS shall have sixty (60) days to notify TOTAL in writing of its acceptance or rejection of a Carry Offer submitted by TOTAL, and a failure to accept a Carry Offer within such 60 day period shall be deemed a rejection of such Carry Offer. If AMYRIS accepts TOTAL’s Carry Offer, the Parties agree to negotiate in good faith to enter into a definitive agreement memorializing the accepted terms and conditions of the Carry Offer.