REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • LumiraDx LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of November, 2020, by and among LumiraDx Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Letter (as defined below).
Page SCHEDULE 1 FORM OF CONVERTIBLE LOAN NOTE 13 SCHEDULE 2 CONDITIONS 14 SCHEDULE 3 PROVISIONS AS TO THE REGISTER 26 SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS 29 SCHEDULE 5 CONVERSION NOTICE 34 SCHEDULE 6 FORM OF [AUTOMATIC/SENIOR LENDER...Convertible Loan Instrument • December 23rd, 2020 • LumiraDx LTD • Pharmaceutical preparations
THE CONTENT OF THIS INSTRUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS INSTRUMENT FOR THE PURPOSES OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED. A PURCHASER OF THE UNSECURED CONVERTIBLE LOAN NOTES (AS DEFINED HEREIN) MUST BE PREPARED TO BEAR THE ECONOMIC RISKS OF THE INVESTMENT BECAUSE AMONG OTHER FACTS AND CIRCUMSTANCES, THE CONVERTIBLE LOAN NOTES HAVE NOT BEEN AND MAY NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED, AND SO ARE RESTRICTED AS TO THEIR TRANSFERABILITY.
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Manufacturing Agreement • December 23rd, 2020 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 1” day of June 2017 and is effective as of June 1, 2017 (the “Effective Date”) by and between LumiraDx UK Limited, having its registered address at 3 More London Riverside, London, SE1 2AQ, England (“LumiraDx”), and Flextronics Medical Sales and Marketing, Ltd., having its place of business at [***] (“Flextronics”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2020 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of October 6, 2020 (the “Effective Date”) among Jefferies Finance LLC (“Jefferies”), as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, “Agent”), and the lenders listed on the signature pages hereof or otherwise a party hereto from time to time including Jefferies in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), LumiraDx Group Limited, a private company with limited liability incorporated under the laws of England and Wales with company number 09198288 (“Borrower”) and each Guarantor signatory hereto and otherwise party hereto from time to time, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Exclusivity Agreement • December 23rd, 2020 • LumiraDx LTD • Pharmaceutical preparations • New York
This Exclusivity Agreement (including all exhibits attached hereto is referred to herein, collectively, as this “Agreement”) is entered into as of August 3, 2018, by and between LumiraDx, Inc., a Delaware corporation (“LumiraDx”), and CVS Pharmacy, Inc., a Rhode Island corporation (“CVS”). LumiraDx and CVS are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark...Note Purchase Agreement • December 23rd, 2020 • LumiraDx LTD • Pharmaceutical preparations • London
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of October 17, 2019 (the “Effective Date”) by and between LumiraDx Limited, an exempted company with limited liability incorporated in the Cayman Islands under company number 314391 with its registered office at c/o Estera Trust (Cayman) Limited, PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman KY1 1108, Cayman Islands (the “Company”), and the Bill & Melinda Gates Foundation of [***] (the “Purchaser”). The Company and the Purchaser are each referred to as a “Party” and collectively as the “Parties”.
