OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 31st, 2019 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
QUOTIENT LIMITED 17,647,059 Ordinary Shares (no par value per Share) UNDERWRITING AGREEMENT September 10, 2020Underwriting Agreement • September 14th, 2020 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
Each of the undersigned, Franz Walt, Chief Executive Officer of Quotient Limited, a company organized under the laws of Jersey (the “Company”), and Peter Buhler, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(k) of that certain Underwriting Agreement dated [●], 2020 (the “Underwriting Agreement”) among the Company and the Underwriters named therein, that as of [●], 2020:
QUOTIENT LIMITED, as Issuer, the Guarantors party hereto as of the date hereof and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 12% Senior Secured Notes due 2023 INDENTURE Dated as of October 14, 2016 U.S. BANK NATIONAL...Indenture • October 14th, 2016 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
INDENTURE dated as of October 14, 2016 among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands with an address at Elizabeth House, 9 Castle Street, St. Helier, JE2 3RT Jersey, Channel Islands (the “Issuer”), the Guarantors party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • February 22nd, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
Quotient Holdings Finance Company Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Seller”), hereby covenants and agrees with you as follows:
QUOTIENT LIMITED, ALBA BIOSCIENCE LIMITED, QBD (QS IP) LIMITED, QUOTIENT BIODIAGNOSTICS, INC., QUOTIENT SUISSE SA, QUOTIENT IBERIA, S.L.U.,Collateral Agreement • February 22nd, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of February 16, 2023, by and among QUOTIENT HOLDINGS FINANCE COMPANY LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), QUOTIENT HOLDINGS MERGER COMPANY LIMITED, a company incorporated under the laws of Jersey (“MergerCo”), QUOTIENT LIMITED, a public limited liability no par value company formed under the laws of Jersey with an address at 28 Esplanade, St. Helier, JE2 3QA, Jersey, Channel Islands (“Quotient”), ALBA BIOSCIENCE LIMITED, a limited company formed under the law of Scotland (“Alba”), QBD (QS IP) Limited, a private limited liability company formed under the laws of Jersey (“QBD”), QUOTIENT BIODIAGNOSTICS, INC., a corporation formed under the law of Delaware (“Biodiagnostics”), QUOTIENT SUISSE SA, a société anonyme (joint stock company) formed under the law of Switzerla
BUSINESS AND ASSET TRANSFER AGREEMENT by and among Quotient Limited, Quotient Holdings Newco, LP and Quotient Holdings Finance Company Limited Dated as of February 16, 2023Business and Asset Transfer Agreement • February 22nd, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
FORM OF SUBSCRIPTION AGREEMENT1Subscription Agreement • October 25th, 2017 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of October 24, 2017, by and among QUOTIENT LIMITED, a company organized under the laws of Jersey (the “Company”), and the investors listed on the Schedule of Subscribers attached hereto (individually, a “Subscriber” and collectively, the “Subscribers”).
ROYALTY RIGHT AGREEMENT dated as of May 15, 2019 between QUOTIENT LIMITED and THE PURCHASER NAMED HEREINRoyalty Right Agreement • May 16th, 2019 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
Quotient Limited, a public limited liability company formed under the Laws of Jersey, Channel Islands (the “Seller”), hereby covenants and agrees with you as follows:
QUOTIENT LIMITED, as the Issuer, THE GUARANTORS PARTY HERETO, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee INDENTURE Dated as of May 26, 2021 4.75% Convertible Senior Notes due 2026Indenture • May 27th, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of May 26, 2021, among QUOTIENT LIMITED, a registered public limited liability no par value company incorporated under the laws of Jersey, Channel Islands with registration number 109886, having its registered office at 28 Esplanade, St. Helier, JE2 3QA Jersey, Channel Islands, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 8th, 2018 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
This Subscription Agreement (“Agreement”), dated as of August 3, 2018, sets forth the terms and conditions upon which Quotient Limited, a company organized under the laws of Jersey (the “Company”), will issue, and Franz Walt (the “Subscriber”) will subscribe for, an aggregate of 45,000 ordinary shares (the “Shares”), of no par value per share, of the Company (for cash at a price of $7.54 per Share (the “Subscription Price”). This Agreement is being entered into prior to the close of trading on The Nasdaq Global Market on the date of this Agreement and, accordingly, the Subscription Price per Share is equal to the closing bid price of the Company’s ordinary shares as reported on the Nasdaq Global Market on August 2, 2018.
QUOTIENT LIMITED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 3rd, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances
THIS CHANGE OF CONTROL AGREEMENT (this "Agreement"), is made on this 1st day of April, 2021, by and between QUOTIENT LIMITED, a public no par value limited liability company incorporated in Jersey, Channel Islands, with registered number 109886 (the "Company") and Manuel O. Méndez (the "Employee").
PURCHASE AGREEMENT dated January 15, 2019 among QUOTIENT LIMITED, THE SUBSIDIARY GUARANTORS NAMED HEREIN and THE PURCHASER NAMED HEREIN $25,000,000 12% SENIOR SECURED NOTES DUE 2024Purchase Agreement • January 16th, 2019 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
Quotient Limited, a public limited liability company formed under the Laws of Jersey, Channel Islands (the “Issuer”), and the Subsidiaries of the Issuer named on the signature pages hereto (the “Subsidiary Guarantors”), hereby covenant and agree with you as follows:
QUOTIENT LIMITED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 3rd, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances • Delaware
AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • January 10th, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
This AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (as it may be amended, supplemented or otherwise modified as provided herein, this “Agreement”), initially dated as of December 5, 2022 and amended and restated as of January 9, 2023, is entered into among:
AMENDMENT NO. 1 AND JOINDER TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • November 4th, 2015 • Quotient LTD • In vitro & in vivo diagnostic substances
This AMENDMENT NO. 1 AND JOINDER TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 10th day of September, 2015 (the “Effective Date”), by and among quotient biodiagnostics, inc., a Delaware corporation (the “Borrower”), the other Credit Parties listed on the signature pages hereof, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as administrative agent (together with its successors and assigns, the “Agent”), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
Dated 16 February 2012 QUOTIENT BIODIAGNOSTICS HOLDINGS LIMITED and PAUL COWAN SERVICE AGREEMENT Speechly Bircham LLP London EC4A 3LX Tel: +44 (0)20 7427 6400 Fax: +44 (0)20 7427 6600 Ref 344087Service Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
QUOTIENT LIMITED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 3rd, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances • England and Wales
In order to terminate for Good Reason, the Employee must provide the Company with written notice describing the event(s) alleged to constitute Good Reason within sixty (60) days after first becoming aware of the occurrence of such event(s), and the Company will have thirty (30) days to cure such event(s) following receipt of such written notice. If such event(s) are not so cured, the Employee must actually terminate his employment within thirty (30) days following the expiration of the Company's cure period. Otherwise, any claim of such circumstances as "Good Reason" will be deemed irrevocably waived by the Employee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 25, 2014, by and among Quotient Limited, a company organized under the laws of Jersey (the “Company”), and the undersigned subscribers (each, a “Subscriber”, and collectively, the “Subscribers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • Delaware
This Employment Agreement (“Employment Agreement”) is entered into as of March 5, 2014 (the “Effective Date”), by and between Quotient Limited (“Employer”), or such affiliate of Employer as its Chairman may designate, and Stephen Unger (“Executive”) (collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances
This Agreement is being entered into pursuant to the Purchase Agreement, dated as of May 23, 2021, by and among the Company, the Guarantors party thereto (as defined therein), and the Buyers (as amended from time to time, the “Purchase Agreement”) in respect of the Company’s 4.75% Convertible Senior Notes due 2026 (the “Notes”), issued pursuant to the terms of the Indenture (as defined below).
SUPPLY UMBRELLA AGREEMENTSupply Umbrella Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • England and Wales
This Supply Umbrella Agreement (this “Umbrella Agreement”), is made as of this 1st day of December 2004 (the “Effective Date”), by and between ALBA BIOSCIENCE (“Alba Bioscience”), a division of the SCOTTISH NATIONAL BLOOD TRANSFUSION SERVICE (hereinafter referred to as “SNBTS”) acting on behalf of THE COMMON SERVICES AGENCY constituted pursuant to the National Health Service (Scotland) Act 1978 (as amended) and having its principle place of business at Gyle Square, 1 South Gyle Crescent, Edinburgh, EH12 9EB, and ORTHO-CLINICAL DIAGNOSTICS INC., a corporation of the State of New York, having a business office at 1001 US Highway 202 North, Raritan, NJ 08869 (hereinafter referred to as “OCD”).
Quotient Biodiagnostics Holdings Limited SHAREHOLDERS AGREEMENTShareholder Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances • Jersey
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of the 16 day of February, 2012, by and among Quotient Biodiagnostics Holdings Limited, a no par value liability company incorporated in Jersey, Channel Islands with registered number 109886 (the “Corporation”), each holder of the Corporation’s A Preference Shares (“Series A Preferred”) and B Preference Shares (“Series B Preferred” and together with the Series A Preferred, the “Preferred Stock”) listed on Schedule A hereto (the “Investors”), and the holders of the Corporation’s Ordinary Shares, A Deferred Shares, B Deferred Shares, C Deferred Shares, A Ordinary Shares and B Ordinary Share (collectively, the “Common Stock”) listed on Schedule B hereto (the “Key Holders” and together with the Investors, the “Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2022 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
This Agreement is being entered into in connection with the execution and delivery of the Sixth Supplemental Indenture, dated as of July 6, 2022, by and among the Company, the guarantors party thereto, and the Holders (the “Sixth Supplemental Indenture”) which supplements and amends the Indenture, dated as of October 14, 2016 by and among Company, the guarantors party thereto, and the Holders (as subsequently amended, the “Indenture”). The Holders collectively own all of the Company’s 12.00% Senior Secured Notes issued pursuant to the terms of the Indenture (the “Notes”). In consideration of the Holders’ execution and delivery of the consents that are required for the effectiveness of the Sixth Supplemental Indenture, the Company has issued warrants (“Warrants”) that entitle the holders to purchase an aggregate of 8,494,595 of the Company’s Ordinary Shares (such Ordinary Shares, together with any Ordinary Shares issuable upon exercise of any Penalty Warrants, the “Warrant Shares”).
QUOTIENT LIMITED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 24th, 2020 • Quotient LTD • In vitro & in vivo diagnostic substances
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 20 day of November 2020, by and between QUOTIENT LIMITED, a public no par value limited liability company incorporated in Jersey, Channel Islands, with registered number 109886 (the “Company”) and Franz Walt (the “Employee”).
DATED 2015Construction Contract • February 10th, 2016 • Quotient LTD • In vitro & in vivo diagnostic substances
For the purpose of these Contract Documents the term Conditions means the JCT Design and Build Contract 2011 which is incorporated by reference.
SUPPLY AGREEMENTSupply Agreement • February 5th, 2019 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
This Supply Agreement (the “Agreement”) effective as of January 1, 2017 (the “Effective Date”) by and between Ortho-Clinical Diagnostics, Inc., a New York corporation with an address at 1001 US Route 202, Raritan, New Jersey 08869 (“Ortho”), and ALBA BIOSCIENCE LIMITED a company with its principal place of business at 5 James Hamilton Way, Biocampus, Bush Loan, Penicuik, Scotland EH26 0BF UK (“Alba”).
CONFIDENTIAL THE TECHNOLOGY PARTNERSHIP PLC AND QBD (QS-IP) LIMITED INTELLECTUAL PROPERTY RIGHTS AGREEMENTIntellectual Property Rights Agreement • April 3rd, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
QUOTIENT LIMITED OPTION AWARD AGREEMENTOption Award Agreement • November 6th, 2020 • Quotient LTD • In vitro & in vivo diagnostic substances • Jersey
AGREEMENT by and between Quotient Limited, a public no par value limited liability company incorporated in Jersey, Channel Islands (the “Company”) and [ ] (the “Optionee”), dated as of [ ], 2020.
QUOTIENT LIMITED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 8th, 2022 • Quotient LTD • In vitro & in vivo diagnostic substances • Jersey
AGREEMENT by and between Quotient Limited, a public no par value limited liability company incorporated in Jersey, Channel Islands (the "Company") and [●] (the "Grantee"), dated as of the date of acceptance of this Agreement by the Grantee.
DISTRIBUTION AND SUPPLY AGREEMENTDistribution and Supply Agreement • June 1st, 2015 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
This Distribution and Supply Agreement dated as of January 29, 2015 (“Effective Date”) is entered into between QBD (QS-IP) LIMITED, a corporation incorporated under the laws of Jersey, Channel Islands, with registered number 109469, and with its registered office at PO Box 1075, Elizabeth House, 9 Castle Street, Jersey, JE4 2PQ, Channel Islands, (“Quotient”), Quotient Suisse SA, a corporation incorporated under the laws of Switzerland, with registered number CHE-167.592.818, and with its registered office at Route de Crassier 13, Business Park Terre Bonne, Bâtiment B 1, 1262 Eysins, Switzerland, (“Suisse SA”), and Ortho-Clinical Diagnostics, Inc., a corporation incorporated under the laws of New York, and with its principal place of business at 1001 US Highway Route 202, Raritan, New Jersey 08869 (“OCD”). Quotient, Suisse SA and OCD are referred to individually as a “Party” and collectively as the “Parties”.
QUOTIENT BIODIAGNOSTICS HOLDINGS LIMITED - and - ROLAND BOYD SERVICE AGREEMENTService Agreement • March 7th, 2014 • Quotient LTD • In vitro & in vivo diagnostic substances
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances
This Employment Agreement (“Employment Agreement”) is entered into as of October 9, 2021, by and between Quotient Limited (“Employer”) and Ali Kiboro (“Executive”) (collectively, the “Parties”).
Franz WaltTransition Agreement • December 13th, 2019 • Quotient LTD • In vitro & in vivo diagnostic substances
We would like to thank you for your service to Quotient Limited (the “Company”) since joining. This letter, when fully executed, will constitute the Transition Agreement (“Agreement”) between you and the Company concerning the terms of your upcoming retirement from employment with the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Quotient LTD • In vitro & in vivo diagnostic substances
QUOTIENT LIMITED WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 15th, 2017 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
WARRANT AGENT AGREEMENT (this “Warrant Agent Agreement”) made as of December 12, 2017, and effective as of October 26, 2017, between Quotient Limited, a company organized under the laws of Jersey, with its registered office at 28 Esplanade, St. Helier, JE2 3QA, Jersey, Channel Islands (the “Company”), and Continental Stock Transfer & Trust Co., with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
