REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 11, 2019, is made and entered into by and among SC Health Corporation, a Cayman Islands exempted company (the “Company”), SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
15,000,000 Units SC Health Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 11, 2019, by and between SC Health Corporation, a Cayman Islands exempted company (the “Company”), and Hwei Lynn Lau (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 11, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between SC Health Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of __________, 2019 (the “Trust Agreement”), the Company hereby requests that you withdraw $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ContractForward Purchase Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2019 • SC Health Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between SC Health Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of __________, 2019 (the “Trust Agreement”), the Company hereby requests that you withdraw $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • SC Health Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____________, 2021, is made and entered into by and among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), SC Health Holdings Limited, a Cayman Islands exempted company (“Sponsor”) and certain shareholders or optionholders of Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (“Target”), set forth on Schedule 1 hereto (such shareholders, the “Target Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.4 or Section 6.12 of this Agreement, the “Holders” and each, a “Holder”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 11, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between SC Health Corporation, a Cayman Islands exempted company (the “Company”), and SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).
SC Health Corporation Singapore 068900Letter Agreement • July 17th, 2019 • SC Health Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among SC Health Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”), of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
ESCROW AGREEMENTEscrow Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
ESCROW AGREEMENT, dated as of July 11, 2019 (“Agreement”), by and among SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”) and SC Health Corporation, a Cayman Islands exempted company (the “Company”).
SPAC INVESTOR SUPPORT AGREEMENTJoinder Agreement • March 19th, 2021 • SC Health Corp • Blank checks
This SPAC Investor Support Agreement (this “SPAC Investor Support Agreement”) is dated as of March 19, 2021 by and among SC Health Holdings Limited (the “Sponsor”), SC Health Corporation., a blank check exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”) and Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”). Capitalized terms used but not defined herein shall have the respective mean
SC Health CorporationSC Health Corp • June 21st, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 28, 2018 by and between SC Health Holdings Limited, a Cayman Islands exempted company (the “Subscriber” or “you”), and SC Health Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,450,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 450,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
COMPANY HOLDERS SUPPORT AGREEMENTJoinder Agreement • March 19th, 2021 • SC Health Corp • Blank checks
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
SUBSCRIPTION AGREEMENT March 19, 2021Subscription Agreement • March 19th, 2021 • SC Health Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between SC Health Corporation, a Cayman Islands exempted company (“SC Health”), and Rockley Photonics, Ltd., a company incorporated under the laws of England and Wales with company number 08683015 (“Target”), pursuant to that certain Business Combination Agreement and Plan of Merger, dated as of March 19, 2021 (as it may be amended, the “Transaction Agreement”), by and among SC Health, Target, Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“HoldCo”) and Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability and a direct wholly owned subsidiary of HoldCo, SC Health is seeking commitments to purchase ordinary shares (the “Ordinary Shares”), of HoldCo for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by HoldCo and SC Health (the “Offering”). In con
COMPANY HOLDERS SUPPORT AGREEMENTJoinder Agreement • March 19th, 2021 • SC Health Corp • Blank checks
This Company Holders Support Agreement (the “Company Holders Support Agreement”) is dated as of March 19, 2021 by and among SC Health Corporation., a blank check exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (as defined below), (“HoldCo”), Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability that was formed for the purposes of consummating the transactions contemplated by the Business Combination Agreement (“Merger Sub”), Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”) and certain of the shareholders of the Company, whose names appear on the signature pages of this Company Holders Support
SC HEALTH CORPORATIONLetter Agreement • July 17th, 2019 • SC Health Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between SC Health Corporation (the “Company”) and SIN Capital Group Pte. Ltd. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENT March 19, 2021Subscription Agreement • March 19th, 2021 • SC Health Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between SC Health Corporation, a Cayman Islands exempted company (“SC Health”), and Rockley Photonics, Ltd., a company incorporated under the laws of England and Wales with company number 08683015 (“Target”), pursuant to that certain Business Combination Agreement and Plan of Merger, dated as of March 19, 2021 (as it may be amended, the “Transaction Agreement”), by and among SC Health, Target, Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“HoldCo”) and Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability and a direct wholly owned subsidiary of HoldCo, SC Health is seeking commitments to purchase ordinary shares (the “Ordinary Shares”), of HoldCo for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by HoldCo and SC Health (the “Offering”). In con
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among SC HEALTH CORPORATION, ROCKLEY PHOTONICS HOLDINGS LIMITED, ROCKLEY MERGERSUB LIMITED, and ROCKLEY PHOTONICS LIMITED dated as of March 19, 2021Business Combination Agreement and Plan of Merger • March 19th, 2021 • SC Health Corp • Blank checks • Delaware
This Business Combination Agreement and Plan of Merger, dated as of March 19, 2021 (this “Agreement”), is made and entered into by and among SC Health Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number 08683015 (the “Company”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“HoldCo”), and Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands with limited liability and a direct wholly owned subsidiary of HoldCo (“Merger Sub”).
SC HEALTH CORPORATIONLetter Agreement • June 21st, 2019 • SC Health Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between SC Health Corporation (the “Company”) and SIN Capital Group Pte. Ltd. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
