As previously announced, 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”). As part of the Transaction, Buyer also agreed to contribute significant capital to Algenist Holdings. On August 16, 2016, the Company and Buyer completed the Transaction, except for the transfer of certain assets that may occur at a later date as specified in the Agreement.

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 September 30, 2016.