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
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”).
THE GUARANTORS PARTY HERETO, AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Agent THIRD SUPPLEMENTAL INDENTURE Dated as of September 30, 2022 to Indenture dated as of May 27, 2022Supplemental Indenture • October 3rd, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of September 30, 2022 (as it may be modified, amended or supplemented from time to time, the “Third Supplemental Indenture”), 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) to the Indenture dated as of May 27, 2022 among the Company, the Guarantors, the Trustee and the Collateral Agent (as supplemented by the First Supplemental Indenture, dated as of August 4, 2022 and the Second Supplemental Indenture, dated as of the date hereof and as the same may be further modified, amended or supplemented from time to time, the “Original Indent
