LOAN AGREEMENT Dated as of March 23, 2021 among LUMIRADX INVESTMENT LIMITED (as Borrower, and a Credit Party), LUMIRADX GROUP LIMITED (as Parent, and a Credit Party), LUMIRADX LIMITED (as Issuer and a Credit Party), EACH OTHER GUARANTOR SIGNATORY...Loan Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of March 23, 2021 (the “Effective Date”) by and among LUMIRADX INVESTMENT LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 10260187 (as “Borrower” and a Credit Party), LUMIRADX GROUP LIMITED, a private company with limited liability incorporated under the laws of England and Wales with company number 09198288 (as “Parent” and a Credit Party), LUMIRADX LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (registered number 314391) (as “Issuer” and a Credit Party), the other Guarantors signatory hereto or otherwise party hereto from time to time party hereto, as additional Credit Parties, BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales wit
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is entered into by and among LumiraDx Limited, a Cayman Island exempted company limited by shares with company number 314391 (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”), and CA Healthcare Acquisition Corp. (“CAH”), a Delaware corporation.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • 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...LumiraDx LTD • July 7th, 2021 • 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...Services Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 18th” day of October 2017 and is effective as of October 18, 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”).
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations
This Company Holders Support Agreement (this “Agreement”) is dated as of April 6, 2021 by and between LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”) and each of the security holders of the Company whose names appear on the signature pages of this Agreement (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof by and among the Company, LumiraDx Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and CA Healthcare Acquisition Corp., a Delaware corporation (“SPAC”).
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...Purchase Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • New York
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 • July 7th, 2021 • 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 • July 7th, 2021 • 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 8th day of August, 2018, 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).
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...Letter Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
This Amended and Restated Letter Agreement (including all appendices and attachments hereto, the “Letter Agreement”) is entered into as of October 17, 2019 between the Bill & Melinda Gates Foundation (the “Foundation”), a Washington charitable trust that is a tax exempt private foundation, and 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 KYl 1108, Cayman Islands (the “Company”). This Letter Agreement amends and restates in its entirety the Letter Agreement entered into by and between the Company and the Foundation effective as of July 17, 2018 (the “Original Agreement”) in connection with the Foundation’s program-related investment in the amount of US$19,998,823 in the Series A Convertible Preferred Shares of the Company (the “Preferred Investment”). This Letter Agreement is being entered
Re: Amended and Restated Sponsor Agreement Ladies and Gentlemen:LumiraDx LTD • July 7th, 2021 • Pharmaceutical preparations • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (“LumiraDx”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of LumiraDx (“Merger Sub”, and collectively with LumiraDx, the “Company”), and CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), and hereby amends and restates in its entirety that certain letter, dated January 25, 2021, from CA Healthcare Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of CAH’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to CAH (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 11 hereof. Capitalized terms used but not otherwise defined
INTERCREDITOR AGREEMENT Dated 29 March 2021 Between THE SENIOR LENDERS THE 2019 JUNIOR LENDERS THE 2020 JUNIOR LENDERS, as Original Junior Lenders LUMIRADX LIMITED AND ITS SUBSIDIARIES NAMED IN SCHEDULE 1 HERETO, as Original Debtors BIOPHARMA CREDIT...Intercreditor Agreement • July 7th, 2021 • LumiraDx LTD • Pharmaceutical preparations
