On August 2, 2016, TerraVia Holdings, Inc. (the “Company”) entered into a Contribution Agreement (the “Agreement”) with TCP Algenist LLC, a Delaware limited liability company (“Buyer”) and Algenist Holdings, Inc., a Delaware corporation and subsidiary of Buyer (“Algenist Holdings”). Buyer and Algenist Holdings are affiliates of Tengram Capital Partners, a private equity firm that focuses on consumer and retail companies. Pursuant to, and subject to the terms and conditions of, the Agreement, the Company agreed to sell its Algenist skincare business to Algenist Holdings in exchange for $20.2 million in cash (subject to certain adjustments contemplated by the Agreement), approximately 20% of the fully diluted equity of Algenist Holdings and the assumption of substantially all of the liabilities related to the Algenist skincare business by Algenist Holdings (collectively, the “Transaction”).

The consummation of the Transaction is subject to certain specified closing conditions, including the receipt of certain required consents and other customary closing conditions. The Transaction does not require the approval of the Company’s stockholders.

Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the Agreement, the transaction is expected to close by the end of the third quarter of 2016, except that the transfer of certain assets may occur at a later date as specified in the Agreement.

The Agreement contains representations, warranties, and indemnification provisions of the parties customary for transactions of this type. Until the consummation of the Transaction, the Company has agreed, subject to certain exceptions, to conduct the Algenist skincare business in the ordinary course. Under the Agreement, the Company has agreed not to compete in the skincare or cosmetics fields for a period of four years from the closing of the Transaction, subject to certain exceptions.

The Agreement contains customary termination rights for Buyer and the Company including the right of either Buyer or the Company to terminate the Agreement if the transaction is not consummated on or before November 30, 2016. Upon the closing of the Transaction, the parties intend to enter into certain ancillary agreements, including a supply agreement and a transition services agreement pursuant to which the Company will sell certain products and provide certain transitional services to Algenist Holdings after the closing.

The foregoing summary of the Agreement and the Transaction contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.