AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among LumiraDx Limited, a limited company incorporated under the laws of the Cayman Islands (the “Company”), CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the equityholders of the Company listed on Exhibit A attached hereto (collectively, the “Company Equityholders”; together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
LUMIRADX LIMITED Common Shares, par value $0.0000028 per common share Underwriting AgreementUnderwriting Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [●] common shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional common shares (the “Optional Shares”), par value $0.0000028 per common share (“Common Shares”), of the Company. The Firm Shares and the Optional Shares, that the Underwriters elect to purchase pursuant to Section 2 hereof, are herein collectively called the “Shares.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 28th day of September, 2021, is made and entered into by and among LumiraDx Limited, a limited company incorporated under the laws of the Cayman Islands (the “Company”), CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the equityholders of the Company listed on Exhibit A attached hereto (collectively, the “Company Equityholders”; together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2021 • LumiraDx LTD • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (this Agreement) is made as of [ ], by and between LumiraDx Limited, an exempted company incorporated in the Cayman Islands (the Company), and [ ] (the Indemnitee), [a director/an executive officer] of the Company.
SIXTEENTH AMENDMENTLoan Agreement • November 21st, 2023 • LumiraDx LTD • Pharmaceutical preparations • New York
This SIXTEENTH AMENDMENT (this “Sixteenth Amendment”) is entered into as of November 20, 2023 (the “Sixteenth Amendment Effective Date”), by and among LumiraDx Investment Limited, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (the “Borrower”), LumiraDx Group Limited, a private company with limited liability incorporated under the laws of England and Wales with company number 09198288 (“Parent”), LumiraDx Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Issuer”), the other Guarantors party thereto, as Credit Parties, BioPharma Credit PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190, as collateral agent (in such capacity, the “Collateral Agent”) and BPCR Limited Partnership, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BCPR”) and BioPharma Credit Investments
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 29th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of September 28, 2021, is entered into by and among (i) LumiraDx Limited, a Cayman Island exempted company limited by shares with company number 314391 (the “Company”); (ii) Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Outgoing Warrant Agent”), (iii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Successor Warrant Agent”, also referred to herein as the “Transfer Agent”); and (iv) CA Healthcare Acquisition Corp. (“CAH”), a Delaware corporation.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of November, 2020, by and among LumiraDx Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Letter (as defined below).
Page SCHEDULE 1 FORM OF CONVERTIBLE LOAN NOTE 13 SCHEDULE 2 CONDITIONS 14 SCHEDULE 3 PROVISIONS AS TO THE REGISTER 26 SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS 29 SCHEDULE 5 CONVERSION NOTICE 34 SCHEDULE 6 FORM OF [AUTOMATIC/SENIOR LENDER...LumiraDx LTD • July 7th, 2021 • Pharmaceutical preparations
THE CONTENT OF THIS INSTRUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS INSTRUMENT FOR THE PURPOSES OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED. A PURCHASER OF THE UNSECURED CONVERTIBLE LOAN NOTES (AS DEFINED HEREIN) MUST BE PREPARED TO BEAR THE ECONOMIC RISKS OF THE INVESTMENT BECAUSE AMONG OTHER FACTS AND CIRCUMSTANCES, THE CONVERTIBLE LOAN NOTES HAVE NOT BEEN AND MAY NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED, AND SO ARE RESTRICTED AS TO THEIR TRANSFERABILITY.
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Services Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 18th” day of October 2017 and is effective as of October 18, 2017 (the “Effective Date”) by and between LumiraDx UK Limited, having its registered address at 3 More London Riverside, London, SE1 2AQ, England (“LumiraDx”), and Flextronics Medical Sales and Marketing, Ltd., having its place of business at [***] (“Flextronics”).
AMENDED AND RESTATED COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • August 20th, 2021 • LumiraDx LTD • Pharmaceutical preparations
This Amended and Restated Company Holders Support Agreement (this “Agreement”) is dated as of , 2021 by and between LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”) and each of the security holders of the Company whose names appear on the signature pages of this Agreement (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Purchase Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 15th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of October 6, 2020 (the “Effective Date”) among Jefferies Finance LLC (“Jefferies”), as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, “Agent”), and the lenders listed on the signature pages hereof or otherwise a party hereto from time to time including Jefferies in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), LumiraDx Group Limited, a private company with limited liability incorporated under the laws of England and Wales with company number 09198288 (“Borrower”) and each Guarantor signatory hereto and otherwise party hereto from time to time, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Exclusivity Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
This Exclusivity Agreement (including all exhibits attached hereto is referred to herein, collectively, as this “Agreement”) is entered into as of August 3, 2018, by and between LumiraDx, Inc., a Delaware corporation (“LumiraDx”), and CVS Pharmacy, Inc., a Rhode Island corporation (“CVS”). LumiraDx and CVS are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Note Purchase Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • London
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of October 17, 2019 (the “Effective Date”) by and between LumiraDx Limited, an exempted company with limited liability incorporated in the Cayman Islands under company number 314391 with its registered office at c/o Estera Trust (Cayman) Limited, PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman KY1 1108, Cayman Islands (the “Company”), and the Bill & Melinda Gates Foundation of [***] (the “Purchaser”). The Company and the Purchaser are each referred to as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 8th day of August, 2018, by and among LumiraDx Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Letter (as defined below).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Letter Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
This Amended and Restated Letter Agreement (including all appendices and attachments hereto, the “Letter Agreement”) is entered into as of October 17, 2019 between the Bill & Melinda Gates Foundation (the “Foundation”), a Washington charitable trust that is a tax exempt private foundation, and LumiraDx Limited, an exempted company with limited liability incorporated in the Cayman Islands under company number 314391 with its registered office at c/o Estera Trust (Cayman) Limited, PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman KYl 1108, Cayman Islands (the “Company”). This Letter Agreement amends and restates in its entirety the Letter Agreement entered into by and between the Company and the Foundation effective as of July 17, 2018 (the “Original Agreement”) in connection with the Foundation’s program-related investment in the amount of US$19,998,823 in the Series A Convertible Preferred Shares of the Company (the “Preferred Investment”). This Letter Agreement is being entered
Re: Amended and Restated Sponsor Agreement Ladies and Gentlemen:LumiraDx LTD • July 7th, 2021 • Pharmaceutical preparations • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (“LumiraDx”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of LumiraDx (“Merger Sub”, and collectively with LumiraDx, the “Company”), and CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), and hereby amends and restates in its entirety that certain letter, dated January 25, 2021, from CA Healthcare Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of CAH’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to CAH (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 11 hereof. Capitalized terms used but not otherwise defined
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 1st, 2023 • LumiraDx LTD • Pharmaceutical preparations • New York
This FIFTH AMENDMENT TO LOAN AGREEMENT (this “Fifth Amendment”), dated and effective as of March 1, 2023 (the “Fifth Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
EIGHTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 17th, 2023 • LumiraDx LTD • Pharmaceutical preparations • New York
This EIGHTH AMENDMENT TO LOAN AGREEMENT (this “Eighth Amendment”), dated and effective as of July 17, 2023 (the “Eighth Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Purchase Agreement • April 13th, 2022 • LumiraDx LTD • Pharmaceutical preparations
THIS FIRST AMENDMENT TO THE PURCHASE AGREEMENT (this “First Amendment”) is effective as of January 1, 2022 (“First Amendment Effective Date”) by and between CVS Pharmacy, Inc., a Rhode Island corporation on behalf of itself and its subsidiaries and affiliates (“CVS”), including MinuteClinic, L.L.C. and its subsidiaries and managed entities (“MinuteClinic”) (collectively “CVS Health”), and LumiraDx, Inc., a Delaware corporation (“LumiraDx”). CVS and LumiraDx are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
LUMIRADX LIMITED and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 3, 2022 6.00% Convertible Senior Subordinated Notes due 2027Indenture • March 3rd, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
INDENTURE, dated as of March 3, 2022, between LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
SEVENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 30th, 2023 • LumiraDx LTD • Pharmaceutical preparations • New York
This SEVENTH AMENDMENT TO LOAN AGREEMENT (this “Seventh Amendment”), dated and effective as of June 30, 2023 (the “Seventh Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
Between:LumiraDx LTD • May 1st, 2023 • Pharmaceutical preparations
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Lease • April 13th, 2022 • LumiraDx LTD • Pharmaceutical preparations
BNP PARIBAS DEPOSITARY SERVICES (JERSEY) LIMITED, formerly BNP PARIBAS SECURITIES SERVICES TRUST COMPANY (JERSEY) LIMITED, their name having changed conform to Certificate of Incorporation on Change of Name dated 7 March 2018, a company incorporated under the laws of Jersey (Registered Number 6043) and having its registered office formerly at Liberte House, 19-23 La Motte Street, St Helier, Jersey JE2 4SY and now at IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP and BNP PARIBAS DEPOSITARY SERVICES LIMITED, formerly BNP PARIBAS SECURITIES SERVICES TRUST COMPANY LIMITED, their name having changed conform to Certificate of Incorporation on Change of Name dated 7 March 2018, a company incorporated under the laws of Jersey (Registered Number 14168) and having its registered office formerly at Liberte House, 19-23 La Motte Street, St Helier, Jersey JE2 4SY and now at IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP, as trustees of the MAYFAIR CAPITAL COMMERCIAL PROPERTY TRUST established p
AMENDMENT 2 to GRANT AGREEMENT AMENDMENT SUMMARY & SIGNATURE PAGEGrant Agreement • May 1st, 2023 • LumiraDx LTD • Pharmaceutical preparations
This Amendment includes and incorporates into the Agreement by this reference: This Amendment Summary & Signature Page and:-Attachment A-2-Supplemental Global Access Commitment Agreement (Attachment C-2)-Investment Document (date updated September 16, 2022)-Budget (date updated September 16, 2022)
Subscription AgreementSubscription Agreement • March 1st, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), is offering the undersigned qualified investor (the “Investor”), on behalf of itself and each account listed on Exhibit A hereto (each, an “Account”) for whom the Investor has been duly authorized to enter into this subscription agreement, the opportunity to subscribe for and purchase from the Company (the “Notes Offering”) its 6.00% Convertible Senior Subordinated Notes due 2027 (the “Notes”), for cash pursuant and subject to the terms and conditions set forth in this subscription agreement (the “Subscription Agreement”). On or about the date of this Subscription Agreement or by the Long Stop Date, the Company is entering into or will enter into subscription agreements (the “Other Subscription Agreements”) with certain other investors (the “Other Investors” and together with the Investor, the “Note Investors”) pursuant to which the Note Investors, severally a
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated and effective as of March 28, 2022 (the “Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party) and BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (as a “Lender”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”).
Registration Rights AgreementRegistration Rights Agreement • March 3rd, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), has agreed to issue and sell to the undersigned investors (each an “Investor” and, collectively, the “Investors”) its 6.00% Convertible Senior Subordinated Notes due 2027 (other than the Affiliate Notes, the “Notes”) upon the terms set forth in each Subscription Agreement, dated March 1, 2022, by and among the Company and each Investor (the “Subscription Agreement”). The Notes are convertible, at the option of the holders, into common shares, par value $0.0000028 per common share (the “Common Shares”), of the Company pursuant to the terms of that certain Indenture, dated as of the date hereof (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”). To induce the Investors to enter into a Subscription Agreement and to satisfy their respective obligations thereunder, the holders of the Notes will have the benefit of
INTERCREDITOR AGREEMENT Dated 6 OCTOBER 2020 Between THE SENIOR LENDERS JEFFERIES FINANCE LLC as Senior Agent THE 2019 JUNIOR LENDERS THE 2020 JUNIOR LENDERS as Original Junior Lenders LUMIRADX LIMITED AND ITS SUBSIDIARIES NAMED IN SCHEDULE 1 HERETO...Intercreditor Agreement • January 15th, 2021 • LumiraDx LTD • Pharmaceutical preparations
SIXTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 7th, 2023 • LumiraDx LTD • Pharmaceutical preparations • New York
This SIXTH AMENDMENT TO LOAN AGREEMENT (this “Sixth Amendment”), dated and effective as of June 7, 2023 (the “Sixth Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 21st, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
This SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”), dated and effective as of June 17, 2022 (the “Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2022 (the “Effective Date”), by and between LUMIRADX LIMITED (registered number 314391), a public limited company incorporated in the Cayman Islands whose registered office is c/o Ocorian Trust (Cayman) Limited, PO Box 1350, Windward 3, Regatta Office Park, Grand Cayman KY1-1108 Cayman Islands (the “Company”), and the BILL & MELINDA GATES FOUNDATION, a Washington charitable trust that is a tax-exempt private foundation organized and existing under the laws of Washington and having its principal place of business at 500 Fifth Avenue North, Seattle, Washington 98109, United States (“Subscriber”).
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Lease • April 13th, 2022 • LumiraDx LTD • Pharmaceutical preparations • California
THIS LEASE, dated December 7, 2020 for reference purposes only, is made by and between DRAWBRIDGE NANCY RIDGE, LLC, a Delaware limited liability company (“Landlord”) and LUMIRADX, INC., a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date”).
FOURTH AMENDMENT AND WAIVERFourth Amendment and Waiver • February 22nd, 2023 • LumiraDx LTD • Pharmaceutical preparations • New York
This FOURTH AMENDMENT AND WAIVER (this “Amendment and Waiver”), dated and effective as of February 22, 2023 (the “Fourth Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
This THIRD AMENDMENT TO LOAN AGREEMENT (this “Third Amendment”), dated and effective as of July 18, 2022 (the “Third Amendment Effective Date”), is made by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
