REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Agreement is made pursuant to the Repurchase and Subscription Agreement, dated as of October 24, 2022, among the Company and the Subscribers named therein (the “Subscription Agreement”), relating to the issuance by the Company of Convertible Notes and Warrants to the Subscribers and the repurchase by the Company of Bridge Notes (as defined in the Subscription Agreement) and certain of the May 2022 Convertible Notes (as defined in the Subscription Agreement) held by certain of the Subscribers.
ORDINARY SHARE PURCHASE WARRANT ROCKLEY PHOTONICS HOLDINGS LIMITED.Security Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • 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).
Convertible Senior Secured Notes due 2026Indenture • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
THIS INDENTURE, dated as of ___________, 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).
NOTEHOLDER AGREEMENTNoteholder Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This Noteholder Agreement (this “Agreement”) is dated as of ___________, 2022, by and among Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Issuer”), the subsidiaries of the Issuer party hereto as Guarantors, each beneficial owner of the Notes issued under the Junior Indenture (as defined below) that is a signatory party hereto (each, a “Junior Holder” and collectively, the “Junior Holders”) and each holder of the Notes issued under the Super Senior Indenture (as defined below) that is a signatory party hereto (each, a “Super Senior Holder” and collectively, the “Super Senior Holders” and together with the Junior Holders, the “Holders”).
REPURCHASE AND SUBSCRIPTION AGREEMENTRepurchase and Subscription Agreement • October 25th, 2022 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This REPURCHASE AND SUBSCRIPTION AGREEMENT is made as of October 24, 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 has executed a separate subscription agreement substantially identical to this Repurchase and Subscription Agreement.
