REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Agreement is made pursuant to the Repurchase and Subscription Agreement, dated as of October 24, 2022, among the Company and the Subscribers named therein (the “Subscription Agreement”), relating to the issuance by the Company of Convertible Notes and Warrants to the Subscribers and the repurchase by the Company of Bridge Notes (as defined in the Subscription Agreement) and certain of the May 2022 Convertible Notes (as defined in the Subscription Agreement) held by certain of the Subscribers.
ORDINARY SHARE PURCHASE WARRANT ROCKLEY PHOTONICS HOLDINGS LIMITED.Rockley Photonics Holdings LTD • October 25th, 2022 • Semiconductors & related devices • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 27, 2032 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rockley Photonics Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to ___________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OPEN MARKET SALE AGREEMENT1Rockley Photonics Holdings LTD • October 7th, 2022 • Semiconductors & related devices • New York
Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent (the “Agent”), ordinary shares of the Company, par value $0.000004026575398 per share (the “Ordinary Shares”), having an aggregate offering price of up to $100,000,000 on the terms set forth in this agreement (this “Agreement”).
WARRANT AGREEMENTWarrant Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and between SC Health Corporation, a Cayman Islands exempted company (the “Company”), American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”), and SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”).
OFFICE LEASE RIVERPARK TOWER I SAN JOSE, CALIFORNIA RIVERPARK TOWER I OWNER LLC, a Delaware limited liability company, as Landlord, and ROCKLEY PHOTONICS, INC., a Delaware corporation, as Tenant.Office Lease • April 2nd, 2021 • Rockley Photonics Holdings LTD • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between RIVERPARK TOWER I OWNER LLC, a Delaware limited liability company (“Landlord”), and ROCKLEY PHOTONICS, INC., a Delaware corporation (“Tenant”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into by and between Rockley Photonics, Inc. (the “Company”), Rockley Photonics Holdings Limited (“Holdings”) and Amit Nagra (the “Executive”). This Agreement shall become effective on August 11, 2021 or such other date as may be mutually agreed to by the Company and the Executive (the “Effective Date”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (amending and restating the Subscription Agreement, entered into on May 12, 2022) is made as of May 26, 2022 (this “Agreement”), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the “Issuer”), each of the Subsidiaries (as defined below) of the Issuer that are parties hereto (the “Guarantors” and collectively with the Issuer, the “Note Parties”), and the undersigned subscribers (each a “Subscriber”) acting severally, and not jointly. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below). References herein to “Subscriber” shall be deemed to refer to each undersigned Subscriber as if each Subscriber party hereto had executed a separate subscription agreement substantially identical to this Subscription Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2022, between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and each of the several subscribers signatory hereto (each such subscriber, a “Subscriber” and, collectively, the “Subscribers”).
Convertible Senior Secured Notes due 2026Rockley Photonics Holdings LTD • October 25th, 2022 • Semiconductors & related devices • New York
THIS INDENTURE, dated as of ___________, 2022, among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands, as issuer (the “Company,” or the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01).
August 11, 2021 DEED OF AMENDMENT OF EMPLOYMENT AGREEMENT between ROCKLEY PHOTONICS LIMITED and ROCKLEY PHOTONICS HOLDINGS LIMITED and ANDREW RICKMANEmployment Agreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • England and Wales
LEASE AGREEMENT between CENTURY TECHBANQ PASADENA LLC, a California limited liability company as “Landlord” and ROCKLEY PHOTONICS, INC., a Delaware corporation as “Tenant”Lease Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD • California
This Lease Agreement (the “Lease”) is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (the “Landlord”), and the Tenant identified in the Basic Lease Information (the “Tenant”). Landlord and Tenant hereby agree as follows:
Rockley Photonics Holdings Limited as Borrower Certain Companies as Guarantors Argentum Securities Ireland plc as Original Lender Credit Suisse International as Agent and Security Agent and SIG-i Capital AG as Arranger relating to a term facility of...Agreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices
THIS AGREEMENT was originally dated originally dated 29 September 2020, as amended from time to time and as more recently amended and restated on the Second Effective Date being _______ 2021 by way of an Amendment and Restatement Deed dated 28 June 2021.
August 11, 2021 Andrew Rickman Re: Post-Business Combination Equity Dear Andrew, As you know, Rockley Photonics Limited (the “Company”) and Rockley Photonics Holdings Limited (“Holdings”) have entered into a Business Combination Agreement, dated as of...Rockley Photonics Holdings LTD • August 16th, 2021 • Semiconductors & related devices
This letter confirms that, in connection with the Closing, subject to approval by the Board of Directors of Holdings (the “Holdings Board”), and conditioned upon the filing of a Form S-8 registration statement by Holdings with respect to the Holdings 2021 Stock Incentive Plan (the “Stock Incentive Plan”), you will be granted a combination of (i) stock options to purchase shares of Holdings common stock at a price equal to such stock’s fair market value on the date of grant and/or (ii) restricted stock units for shares of Holdings common stock having an aggregate fair value determined at the Closing (or at grant) equal to $5 million. The equity awards shall be subject to the Stock Incentive Plan and such additional terms and conditions, including time-based quarterly vesting over four (4) years following the Closing subject to your continued employment, as shall be set forth in the applicable equity award agreement approved by the Holdings Board.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption Agreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This Assignment, Assumption and Amendment Agreement (this “Warrant Assumption Agreement”) is made as of August 11, 2021, by and among SC Health Corporation, a Cayman Islands exempted company (the “Company”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“HoldCo”), Computershare Inc., a Delaware corporation (“Computershare Inc.”), Computershare Trust Company, N.A., a federally chartered trust company and a wholly owned subsidiary of Computershare Inc. (“Trust Company” and together with Computershare Inc., “Computershare”, whereby Computershare shall serve as the successor warrant agent in place of American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”)), and SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of August 6, 2019 (“Effective Date”), by and between 21st CENTURY TECHBANQ PASADENA LLC, a California limited liability company (“Landlord”), and ROCKLEY PHOTONICS, INC., a Delaware corporation (“Tenant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 3rd, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This SUBSCRIPTION AGREEMENT is made as of September 30, 2022 (this “Agreement”), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the “Issuer”), each of the Subsidiaries (as defined below) of the Issuer that are parties hereto (the “Guarantors” and collectively with the Issuer, the “Note Parties”), and the undersigned subscribers (each a “Subscriber”) acting severally, and not jointly. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, dated as of May 27, 2022, among the Issuer, the Guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent, as amended by the First Supplemental Indenture thereto, dated as of August 4, 2022 (the “Original Indenture”), between the Issuer and the Trustee, by the Second Supplemental Indenture thereto, to be dated as of September 30, 2022 among the Issuer, the Guarantors, the Trustee and the Collateral Agent (in the form att
SIXTH AMENDMENT TO LEASE AGREEMENTLease Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD • California
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of January 27, 2021 (“Effective Date”), by and between 21st CENTURY TECHBANQ PASADENA LLC, a California limited liability company (“Landlord”), and ROCKLEY PHOTONICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • April 2nd, 2021 • Rockley Photonics Holdings LTD
THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is dated as of January 21, 2021 (the “Effective Date”) and is entered into by and between BOARDWALK OFFICE ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”) and ROCKLEY PHOTONICS, INC., a Delaware corporation (“Tenant”) with reference to the following facts:
FORBEARANCE AGREEMENTForbearance Agreement • October 3rd, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Forbearance Agreement (this “Agreement”) is dated as of September 30, 2022, by and among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Issuer”), the subsidiaries of the Issuer party hereto as Guarantors, Wilmington Savings Fund Society, FSB, as trustee and collateral agent (collectively, in such capacities, the “Trustee”), and each beneficial owner of the Notes issued under the Indenture that is a signatory party hereto (each, a “Holder” and collectively, the “Holders”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of April 7, 2017, by and between 21st CENTURY TECHBANQ PASADENA LLC, a California limited liability company (the “Landlord”), and ROCKLEY PHOTONICS, INC., a Delaware corporation (the “Tenant”).
NOTEHOLDER AGREEMENTNoteholder Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Noteholder Agreement (this “Agreement”) is dated as of ___________, 2022, by and among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Issuer”), the subsidiaries of the Issuer party hereto as Guarantors, each beneficial owner of the Notes issued under the Junior Indenture (as defined below) that is a signatory party hereto (each, a “Junior Holder” and collectively, the “Junior Holders”) and each holder of the Notes issued under the Super Senior Indenture (as defined below) that is a signatory party hereto (each, a “Super Senior Holder” and collectively, the “Super Senior Holders” and together with the Junior Holders, the “Holders”).
DEED OF TERMINATION OF CONSULTANCY AGREEMENT between ROCKLEY PHOTONICS LIMITED and ROCKLEY VENTURES LIMITEDRockley Photonics Holdings LTD • June 21st, 2021 • Semiconductors & related devices • England and Wales
A Business Combination Agreement was entered into on 19 March 2021 (the “Business Combination Agreement”), between (1) SC Health Corporation, (2) Rockley Photonics Holdings Limited, (3) Rockley Mergersub and (4) the Client pursuant to which, upon the consummation of the transactions contemplated therein (the “Closing”), among other things, the Client will become an indirect subsidiary of Holdings.
1) Hengtong Optic-Electric Co., Ltd. -and- (2) Rockley Photonics Limited SINO- FOREIGN EQUITY JOINT VENTURE CONTRACT for the establishment of Hengtong Rockley Technology Co., Ltd. Date: 19th December, 2017 Suzhou, ChinaTrademark License Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD • Macau
This Sino-Foreign Equity Joint Venture Contract (the “Contract”) is entered into in Suzhou City, the People’s Republic of China (“PRC”) on 19th December 2017 by and between:
Dated: 1st April 2020Agreement • June 21st, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • England
You will continue be employed by the Company as Chief Executive Officer or in such other capacity as the Company may reasonably require. You will report to the Board of Rockley Photonics (“Board”) of the Company or such other person as the Board of Rockley Photonics may determine.
Amit Nagra Altadena, CA 91001 Re: Amendment to Employment AgreementEmployment Agreement • July 11th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
As you know, you currently perform services for Rockley Photonics Inc. (the “Company”) and Rockley Photonics Holdings Limited (“Holdings”) pursuant to an employment agreement signed by you and the Company and Holdings with an effective date of August 11, 2021 (the “Employment Agreement”). You and the Company hereby agree to amend the Employment Agreement as set forth below (the “Amendment”).
DEED OF TERMINATION OF CONSULTANCY AGREEMENT between ROCKLEY PHOTONICS LIMITED and ROCKLEY VENTURES LIMITEDAgreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • England and Wales
A Business Combination Agreement was entered into on 19 March 2021 (the “Business Combination Agreement”), between (1) SC Health Corporation, (2) Rockley Photonics Holdings Limited, (3) Rockley Mergersub and (4) the Client pursuant to which, upon the consummation of the transactions contemplated therein (the “Closing”), among other things, the Client will become an indirect subsidiary of Holdings.
SEVENTH AMENDMENT TO LEASE AGREEMENTLease Agreement • April 2nd, 2021 • Rockley Photonics Holdings LTD • California
THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this ‘Amendment”) is made as of January 27, 2021 (“Effective Date”), by and between 21st CENTURY TECHBANQ PASADENA LLC. a California limited liability company (“Landlord”), and ROCKLEY PHOTONICS, INC., a Delaware corporation (“Tenant”).
REPURCHASE AND SUBSCRIPTION AGREEMENTRepurchase and Subscription Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This REPURCHASE AND SUBSCRIPTION AGREEMENT is made as of October 24, 2022 (this “Agreement”), by and among Rockley Photonics Holdings Limited, a Cayman Islands exempted company (the “Issuer”), each of the Subsidiaries (as defined below) of the Issuer that are parties hereto (the “Guarantors” and collectively with the Issuer, the “Note Parties”), and the undersigned subscribers (each a “Subscriber”) acting severally, and not jointly. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below). References herein to “Subscriber” shall be deemed to refer to each undersigned Subscriber as if each Subscriber party hereto has executed a separate subscription agreement substantially identical to this Repurchase and Subscription Agreement.
GLOBAL WARRANT CERTIFICATE FOR ORDINARY SHARE PURCHASE WARRANTS ROCKLEY PHOTONICS HOLDINGS LIMITED.Rockley Photonics Holdings LTD • July 11th, 2022 • Semiconductors & related devices • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 27, 2032 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rockley Photonics Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to 26,461,038 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Global Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractV9 Employment Agreement • October 20th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • California
ROCKLEY PHOTONICS HOLDINGS LIMITED AND WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee FIRST SUPPLEMENTAL INDENTURE August 4, 2022 Convertible Senior Secured Notes Due 2026Supplemental Indenture • August 5th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 4, 2022 (this “Supplemental Indenture”), between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Wilmington Savings Fund Society, FSB (“WSFS”), as trustee (the “Trustee”), to the Indenture, dated as of May 27, 2022 (the “Original Indenture”), among the Company, the subsidiaries of the Company party thereto as “Guarantors”, the Trustee and WSFS, as collateral agent.
Dated: 24 February 2021 ROCKLEY PHOTONICS OY as the Borrower (1) and ROCKLEY PHOTONICS LIMITED as the Lender (2) Intra Group Loan Agreement (Business Finland)Rockley Photonics Holdings LTD • April 2nd, 2021 • England and Wales
Dated 16 November 2018 LICENCE TO OCCUPY ON SHORT TERM BASIS relating to office and work-stations at 3rd Floor Office Building at Newport Wafer Fab, Cardiff Road, Newport NP10 8YJ Acuity Legal LimitedRockley Photonics Holdings LTD • April 2nd, 2021 • England and Wales
FORM OF LOCK-UP AGREEMENTRockley Photonics Holdings LTD • August 16th, 2021 • Semiconductors & related devices
The undersigned understands that Rockley Photonics Holdings Limited (“Rockley”) has entered into a Business Combination Agreement, dated as of March 19, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Rockley, SC Health Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability and a direct wholly owned subsidiary of Rockley (“Merger Sub”) that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement and Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (“Target”), pursuant to which, among other things, (a) the Target will became a wholly-owned subsidiary of Rockley, and (b) Merger Sub, merged with and into SPAC (the “Merger”), with SPAC c
