AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 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 _______________, 2021 or such other date as may be mutually agreed to by the Company and the Executive (the “Effective Date”).
DEED OF AMENDMENT OF EMPLOYMENT AGREEMENT between ROCKLEY PHOTONICS LIMITED and ROCKLEY PHOTONICS HOLDINGS LIMITED and ANDREW RICKMANEmployment Agreement • June 21st, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • England and Wales
Eleuthera Support LetterAgreement • June 21st, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • England and Wales
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption Agreement • June 21st, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This Assignment, Assumption and Amendment Agreement (this “Warrant Assumption Agreement”) is made as of , 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”).
Rockley Letter Head]Rockley Photonics Holdings LTD • June 21st, 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.
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.
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.
