Babylon Holdings Limited Dealer Manager and Solicitation Agent Agreement (the “Agreement”)Babylon Holdings LTD • May 20th, 2022 • Services-health services • New York
Babylon Holdings Limited, a public company incorporated under the laws of the Bailiwick of Jersey, Channel Islands (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding public warrants and private placement warrants (but excluding, for the avoidance of doubt, the AlbaCore Warrants) (as set forth in the Prospectus) (the “Warrants”), in exchange for consideration consisting of 0.295 Ordinary Shares (as defined below), par value $0.0000422573245084686 per share (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 23rd, 2022 • Babylon Holdings LTD • Services-health services • New York
This Amendment (this “Amendment”) is made as of June 23, 2022, by and between Babylon Holdings Limited, a company incorporated in Jersey under registration number 115471 (the “Company”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of February 4, 2021, between Alkuri Global Acquisition Corp. (“Alkuri”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, (“Continental”), as amended by the Warrant Assumption and Amendment Agreement, dated as of October 21, 2021, among the Company, Alkuri and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
US-DOCS\132140372.7 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 27th day of July and shall be effective on August 1, 2022 (the “Effective Date”), between Babylon Inc., a Delaware corporation (the “Company”), and Ali...Employment Agreement • March 16th, 2023 • Babylon Holdings LTD • Services-health services • Texas
Independent Director AgreementIndependent Director Agreement • May 25th, 2023 • Babylon Holdings LTD • Services-health services • England and Wales
This Director Agreement (this “Agreement”), dated and effective as of May 19, 2023 (the “Effective Date”), is made by Babylon Holdings Limited, a limited company incorporated under the laws of Jersey (“Company”), and Aidan de Brunner, a natural person and resident of the United Kingdom (the “Director”). The Company and the Director may also be referred to individually as a “Party” and collectively as the “Parties.”
Dated 9 March 2023 (as amended and restated by the amendment and restatement agreement dated 10 May 2023, as amended by the amendment letter dated 16 June 2023 and as further amended and restated by the amendment and restatement agreement dated 17...Agreement • July 21st, 2023 • Babylon Holdings LTD • Services-health services
AGREEMENT relating to US$80,500,000 LOAN NOTE FACILITYforBABYLON HOLDINGS LIMITEDandBABYLON GROUP HOLDINGS LIMITEDwith KROLL TRUSTEE SERVICES LIMITED as Trustee and KROLL TRUSTEE SERVICES LIMITED as Security Agent
ContractAmendment and Restatement Agreement • May 10th, 2023 • Babylon Holdings LTD • Services-health services • Delaware
AMENDMENT AND RESTATEMENT AGREEMENTDATED 10 May 2023 relating to a loan note facility agreement originally dated 9 March 2023 between, among others, Babylon Holdings Limited as the Issuer and Kroll Trustee Services Limited as Trustee BETWEEN(amongst others) BABYLON HOLDINGS LIMITED(as the Issuer)BABYLON GROUP HOLDINGS LIMITED(as Issuer 2) and KROLL TRUSTEE SERVICES LIMITEDacting as Trustee and Security Agent
Babylon Holdings Limited (the “Issuer”)Babylon Holdings LTD • May 25th, 2023 • Services-health services
To: Kroll Trustee Services Limited as Trustee acting on behalf of the Bridge Finance Parties as defined in the Bridge Loan Note Facility Agreement (as defined below).
THE PRUDENTIAL ASSURANCE COMPANY LIMITED -and- J WALTER THOMPSON GROUP LIMITED -and- WPP GROUP (UK) LIMITED LEASE -of- LEVEL 1, 1 KNIGHTSBRIDGE GREEN, LONDON SW1Lease • August 9th, 2021 • Babylon Holdings LTD • Services-health services • England and Wales
BABYLON HOLDINGS LIMITED as Lender - and - OCORIAN TRUSTEES (JERSEY) LIMITED trustee of BABYLON HOLDINGS EMPLOYEE BENEFIT TRUST as Borrower LOAN AGREEMENTLoan Agreement • July 2nd, 2021 • Babylon Holdings LTD • England and Wales
The Lender has agreed to make available a loan facility (the “Facility”) to the Borrower, pursuant to the terms set out in this Agreement.
Date: 9 March 2023Babylon Holdings LTD • March 16th, 2023 • Services-health services
AGREEMENT relating to US$34,500,000 LOAN NOTE FACILITYforBABYLON HOLDINGS LIMITEDwith KROLL TRUSTEE SERVICES LIMITED as Trustee and KROLL TRUSTEE SERVICES LIMITED as Security Agent
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 30th, 2022 • Babylon Holdings LTD • Services-health services • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 29, 2021, by and among higi SH Holdings Inc., a Delaware corporation (the “Company”), Babylon Holdings Limited, a company incorporated under the Companies (Jersey) Law 1991 with a registered number 114474 (“Parent”), Babylon Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (“Stockholder Representative”), and amends and restates the Original Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:
Dated 8 October 2021 BABYLON HOLDINGS LIMITED as Issuer - and – THE ENTITIES LISTED HEREIN AS NOTE SUBSCRIBERS as Note Subscribers Up to US$200,000,000 NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • November 9th, 2021 • Babylon Holdings LTD • Services-health services
WE OPERATE IN THE UK AND ITALY AS SHEARMAN & STERLING (LONDON) LLP, A LIMITED LIABILITY PARTNERSHIP ORGANISED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS. SHEARMAN & STERLING (LONDON) LLP IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY (FIRM SRA NUMBER 211340). A LIST OF ALL PARTNERS’ NAMES, WHICH INCLUDES SOLICITORS AND REGISTERED FOREIGN LAWYERS, IS OPEN FOR INSPECTION AT THE ABOVE ADDRESS. EACH PARTNER OF SHEARMAN & STERLING (LONDON) LLP IS ALSO A PARTNER OF SHEARMAN & STERLING LLP WHICH HAS OFFICES IN THE OTHER CITIES NOTED ABOVE.
Execution VersionBabylon Holdings LTD • May 10th, 2023 • Services-health services
SECOND SUBSCRIPTION AGREEMENT in respect of the issuance of $34,500,000 senior secured loan notes due 2026 Between BABYLON GROUP HOLDINGS LIMITED (as Issuer 2) and ALBACORE PARTNERS III INVESTMENT HOLDINGS DESIGNATED ACTIVITY COMPANYALBACORE PARTNERS...Second Subscription Agreement • May 10th, 2023 • Babylon Holdings LTD • Services-health services
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2023 • Babylon Holdings LTD • Services-health services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 15, 2023, by and between BABYLON HOLDINGS LIMITED, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), and the undersigned subscriber (“Subscriber”).
ContractWarrant Assumption and Amendment Agreement • September 27th, 2021 • Babylon Holdings LTD • Services-health services • New York
WARRANT ASSUMPTION AND AMENDMENT AGREEMENT (this “Assumption Agreement”) dated as of [•] [•], 2021 among Babylon Holdings Limited, a company organized under the laws of the Bailiwick of Jersey with registered number 115471 (“Parent”), Alkuri Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 18th, 2022 • Babylon Holdings LTD • Services-health services • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement” is entered into on October 16, 2022, by and between BABYLON HOLDINGS LIMITED, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), and the undersigned subscriber (“Subscriber”).
ContractAmendment and Restatement Agreement • July 21st, 2023 • Babylon Holdings LTD • Services-health services • Delaware
AMENDMENT AND RESTATEMENT AGREEMENTDATED 17 JULY 2023 relating to a loan note facility agreement originally dated 9 March 2023 (as amended and restated on 10 May 2023 and as further amended on 16 June 2023) between, among others, Babylon Holdings Limited as the Issuer and Kroll Trustee Services Limited as Trustee BETWEEN(amongst others) BABYLON HOLDINGS LIMITED(as the Issuer)BABYLON GROUP HOLDINGS LIMITED(as Issuer 2) and KROLL TRUSTEE SERVICES LIMITEDacting as Trustee and Security Agent
US-DOCS\130719634.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 27th day of September, and shall be effective on 1st September, 2022 (the “Effective Date”), between Babylon Partners Limited, Company number 08493276...Employment Agreement • March 16th, 2023 • Babylon Holdings LTD • Services-health services • England and Wales
SUBLEASE AGREEMENTSublease Agreement • March 30th, 2022 • Babylon Holdings LTD • Services-health services • Texas
THIS SUBLEASE AGREEMENT (“Sublease”) is made as of this 1st day of November, 2021 (the “Effective Date”), by and between TEXAS EZPAWN L.P., a Texas limited partnership (herein called “Sublandlord”), and BABYLON INC., a Delaware corporation d/b/a Babylon Technologies Inc. (herein called “Subtenant”).
THIRD SUBSCRIPTION AGREEMENT in respect of the issuance of $11,500,000 senior secured loan notes due 2026 Between BABYLON GROUP HOLDINGS LIMITED (as Issuer 2) and ALBACORE PARTNERS III INVESTMENT HOLDINGS DESIGNATED ACTIVITY COMPANYALBACORE PARTNERS...Third Subscription Agreement • July 21st, 2023 • Babylon Holdings LTD • Services-health services
Dated 23 December 2021 BABYLON HOLDINGS LIMITED as Issuer - and – THE ENTITIES LISTED HEREIN AS NOTE SUBSCRIBERS as Note Subscribers Up to US$100,000,000 Notes due 2026 (to be consolidated and form a single series with the US$200,000,000 Notes due...Agreement • December 29th, 2021 • Babylon Holdings LTD • Services-health services
WE OPERATE IN THE UK AND ITALY AS SHEARMAN & STERLING (LONDON) LLP, A LIMITED LIABILITY PARTNERSHIP ORGANISED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS. SHEARMAN & STERLING (LONDON) LLP IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY (FIRM SRA NUMBER 211340). A LIST OF ALL PARTNERS’ NAMES, WHICH INCLUDES SOLICITORS AND REGISTERED FOREIGN LAWYERS, IS OPEN FOR INSPECTION AT THE ABOVE ADDRESS. EACH PARTNER OF SHEARMAN & STERLING (LONDON) LLP IS ALSO A PARTNER OF SHEARMAN & STERLING LLP WHICH HAS OFFICES IN THE OTHER CITIES NOTED ABOVE.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 20th, 2022 • Babylon Holdings LTD • Services-health services • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 19, 2022, by and among Babylon Holdings Limited, a company incorporated in Jersey under registration number 115471 (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
