ORDINARY SHARE PURCHASE WARRANT ROCKLEY PHOTONICS HOLDINGS LIMITED.Rockley Photonics Holdings LTD • May 31st, 2022 • Semiconductors & related devices • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 27, 2032 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rockley Photonics Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to ___________ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (amending and restating the Subscription Agreement, entered into on May 12, 2022) is made as of May 26, 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 (as defined below). References herein to “Subscriber” shall be deemed to refer to each undersigned Subscriber as if each Subscriber party hereto had executed a separate subscription agreement substantially identical to this Subscription Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2022, between Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and each of the several subscribers signatory hereto (each such subscriber, a “Subscriber” and, collectively, the “Subscribers”).
Convertible Senior Secured Notes due 2026Rockley Photonics Holdings LTD • May 31st, 2022 • Semiconductors & related devices • New York
THIS INDENTURE, dated as of May 27, 2022, 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).
