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”).
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
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”).
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.
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
ROCKLEY PHOTONICS HOLDINGS LIMITEDStock Incentive Plan • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • California
The Plan was adopted by the Board of Directors on March 31, 2021 and is effective on August 11, 2021 (the “Effective Date”). The Plan’s purpose is to enhance the Company’s ability to attract, retain, incent, reward, and motivate persons who make (or are expected to make) important contributions to the Company and its Subsidiaries and Affiliates by providing Participants with equity ownership and other incentive opportunities.
