Common use of Sale of Additional Equity Interests to Finance Co Clause in Contracts

Sale of Additional Equity Interests to Finance Co. (a) Immediately following the transactions contemplated under Sections 1.1, 1.2 and 1.3, including, without limitation, the occurrence of the BTA Closing, Issuer Co hereby unconditionally sells, transfers, assigns, conveys and delivers to Finance Co, and Finance Co hereby purchases, acquires and accepts from Issuer Co, free and clear of all Encumbrances (as defined in the BTA), all of Issuer Co’s equity interests in Alba Bioscience Limited (such equity interests, the “Additional Equity Interests”), and Issuer Co shall receive, as consideration for the sale of such equity interests hereunder, New Secured Notes in the aggregate principal amount equal to $70,000,000 (the “Additional-Issued New Secured Notes”; the BTA-Issued New Secured Notes and Additional-Issued New Secured Notes shall collectively be referred to as “Issued New Secured Notes”). (b) In connection with the transactions contemplated by Section 1.4(a), Newco shall transfer to Issuer Co the Final Convertible Receivable Portion, comprised of $57,000,000 of the Convertible Notes Receivable, and the Final Secured Receivable Portion, comprised of $83,904,167 of the Secured Notes Receivable, in exchange for all of the $70,000,000 of Additional-Issued New Secured Notes from Issuer Co. (c) Immediately following the transactions contemplated under Section 1.4(b), Newco shall distribute the Additional-Issued New Secured Notes in the aggregate principal amount of $70,000,000 to the Consenting Noteholders who held Senior Secured Notes (not including Bridge Notes) prior to the transaction described in Section 1.1(a) pro rata based on their ownership of the Senior Secured Notes (excluding any Bridge Notes) (such distribution, together with the distribution described in Section 1.2(c), the “Newco Distributions”). (d) (i) Each of the representations and warranties of (A) Issuer Co as set forth in Section 9.1 of the BTA and (B) Finance Co as set forth in Section 9.2 of the BTA, in each case, shall be incorporated by reference herein, and made as of the date hereof, (ii) Sections 10 through 21 of the BTA shall be incorporated by reference herein, and (iii) the terms of the Bill of Sale and the Assumption Agreement (each as defined in the BTA) shall be incorporated by reference herein and applicable mutatis mutandis to the purchase and sale of the Additional Equity Interests pursuant to this Section 1.4; provided, that, to the extent such representations, warranties, covenants, provisions or agreements by their nature reference or speak to the “Acquired Assets” or the BTA (or other terms with similar meanings), such representations, warranties, covenants, provisions or agreements shall instead reference the Additional Equity Interests and the agreements and transactions contemplated by this Section 1.4.