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
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • February 22nd, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
This Tenth Supplemental Indenture (this “Supplemental Indenture”), is entered into as of February 16, 2023, among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands (the “Issuer”), the Guarantors party hereto, Quotient Holdings Finance Company Limited, as the sole holder of the Notes issued and outstanding under the Indenture (the “Holder”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
