REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 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 • July 11th, 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).
Amit Nagra Altadena, CA 91001 Re: Amendment to Employment AgreementEmployment Agreement • July 11th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
As you know, you currently perform services for Rockley Photonics Inc. (the “Company”) and Rockley Photonics Holdings Limited (“Holdings”) pursuant to an employment agreement signed by you and the Company and Holdings with an effective date of August 11, 2021 (the “Employment Agreement”). You and the Company hereby agree to amend the Employment Agreement as set forth below (the “Amendment”).
GLOBAL WARRANT CERTIFICATE FOR ORDINARY SHARE PURCHASE WARRANTS ROCKLEY PHOTONICS HOLDINGS LIMITED.Rockley Photonics Holdings LTD • July 11th, 2022 • Semiconductors & related devices • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns 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 26,461,038 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Global Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
June 21, 2022 Mahesh Karanth Los Gatos, CA 95030 Dear Mahesh:Rockley Photonics Holdings LTD • July 11th, 2022 • Semiconductors & related devices • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Rockley Photonics, Inc. (the “Company”) and Rockley Photonics Holding Limited (“Holdings”) (jointly referred to as “Employer”) is offering to you to aid in your employment transition.
