LUMIRADX LIMITED Common Shares, par value $0.0000028 per common share Underwriting AgreementUnderwriting Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [●] common shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional common shares (the “Optional Shares”), par value $0.0000028 per common share (“Common Shares”), of the Company. The Firm Shares and the Optional Shares, that the Underwriters elect to purchase pursuant to Section 2 hereof, are herein collectively called the “Shares.”
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated and effective as of March 28, 2022 (the “Effective Date”), is made 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) and 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 with registration number LP020944 (as a “Lender”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2022 (the “Effective Date”), by and between LUMIRADX LIMITED (registered number 314391), a public limited company incorporated in the Cayman Islands whose registered office is c/o Ocorian Trust (Cayman) Limited, PO Box 1350, Windward 3, Regatta Office Park, Grand Cayman KY1-1108 Cayman Islands (the “Company”), and the BILL & MELINDA GATES FOUNDATION, a Washington charitable trust that is a tax-exempt private foundation organized and existing under the laws of Washington and having its principal place of business at 500 Fifth Avenue North, Seattle, Washington 98109, United States (“Subscriber”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • New York
This THIRD AMENDMENT TO LOAN AGREEMENT (this “Third Amendment”), dated and effective as of July 18, 2022 (the “Third Amendment Effective Date”), is made 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), 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 with registration number LP020944 (“BPCR”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (“BioPharma Credit” and together with BPCR, the “Lenders” and each a “Lender”).
ROYALTY AGREEMENTRoyalty Agreement • July 19th, 2022 • LumiraDx LTD • Pharmaceutical preparations • England and Wales
NOW THEREFORE, for and in consideration of the covenants, conditions, and undertakings hereinafter set forth, it is agreed by and between the parties as follows:
