EX-10.13





 Exhibit 10.13 

Dated: 24 February 2021 

ROCKLEY PHOTONICS OY as the Borrower (1) 

and 
 ROCKLEY PHOTONICS LIMITED
as the Lender (2) 
 Intra Group Loan Agreement 

(Business Finland) 












 DATE:    24 February 2021 

PARTIES 
  

	 	(1)	 Rockley Photonics OY a company incorporated in Finland (company number 2666318- 7) whose registered
office is at Tietotie 3, FI-02150 Espoo, Finland (the “Borrower”); and 


  

	 	(2)	 Rockley Photonics Limited a company incorporated in England and Wales (company number 08683015) whose
registered office is at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT United Kingdom (the “Lender”). 



RECITALS 
  

	 	A.	 The Borrower has entered into a grant funded project with Business Finland (the Finnish funding agency for
innovation) (the “BUSINESS FINLAND Project”) and, as a condition of the BUSINESS FINLAND Project, the Lender is required to loan certain sums to the Borrower. 



 

	 	B.	 The Lender has lent sums to the Borrower in support of the BUSINESS FINLAND Project and the parties now want to
document the terms of the loan and also set out the terms of future loans made between the parties in support of the BUSINESS FINLAND Project, as set out in this agreement (the “BUSINESS FINLAND Loan”). 



IT IS AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATION 



“BUSINESS FINLAND Loan” means the principal amount of the BUSINESS FINLAND Loan made by the Lender to the Borrower under this
Agreement, or the principal amount outstanding under this Agreement from time to time; 
 “BUSINESS FINLAND Loan Amount”
means each BUSINESS FINLAND Loan Amount in an amount agreed between the Lender and Borrower, the details of which are set out in Schedule 1 (as amended from time to time and initialled by each party). 

 

	2.	 THE BUSINESS FINLAND LOAN 



 

	2.1	 The Lender has lent or agrees to lend to the Borrower each BUSINESS FINLAND Loan Amount on an unsecured basis,
subject to the terms and conditions of this Agreement. 


  

	2.2	 The BUSINESS FINLAND Loan is to be deposited in the Borrowers bank account until repayment.



  

	3.	 DRAWDOWN 



Each BUSINESS FINLAND Loan Amount, to the extent not drawn down on the date of this agreement, shall be drawn down by the Borrower on such date
as is agreed between the Lender and the Borrower. 













	4.	 AVAILABILITY AND DRAWDOWN 



Immediately after the execution of this Agreement, the BUSINESS FINLAND Loan will become available to the Borrower and the Borrower shall draw
down the BUSINESS FINLAND Loan in full on or before 28 February 2023. 
  

	5.	 REPAYMENT AND PREPAYMENT 



The amount of the BUSINESS FINLAND Loan will be repayable immediately by the Borrower to the Lender following the final claim submission to
BUSINESS FINLAND scheduled for 30 June 2023. 
  

	6.	 INTEREST 



Interest shall be paid on the BUSINESS FINLAND Loan at such rate as is agreed between the Lender and the Borrower from time to time, the
details of which are set out in Schedule 1 (as amended from time to time and initialled by each party). 
  

	7.	 WITHHOLDING 



All sums payable by the Borrower shall be paid without any withholding or deduction unless required by law, in which event the Borrower will
(if required by the Lender) forthwith pay to the Lender such additional amount as will result in the receipt by the Lender of the full amount and will supply the Lender promptly with evidence satisfactory to it that the Borrower has accounted to the
relevant authority for the sum withheld. 
  

	8.	 NO ASSIGNMENT BY BORROWER 



The Borrower may not assign and/or transfer any of its rights and/or obligations under this agreement. 

 

	9.	 GOVERNING LAW AND JURISDICTION 



This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to
settle any dispute arising out of or in connection with this Agreement. 
 This Agreement is entered into by the parties on the date at the beginning of
this Agreement. 
 [Remainder of this page left intentionally blank] 












 SIGNATURES 
  

	
	 THE BORROWER
  

ROCKLEY PHOTONICS OY

	
	 /s/ Andrew Rickman

	Andrew Rickman
	Director
	
	THE LENDER
	
	ROCKLEY PHOTONICS LIMITED
	
	 /s/ Robert Rickman

	Robert Rickman
	Director













 SCHEDULE 1 

Details of BUSINESS FINLAND Loan Amounts 
  

																					
	 Date of

Drawdown
	  	Amount	 	  	Annual Interest
Rate (%)	 	  	Lender initials	 	  	Borrower initials	 	  	Note	 
	 On or by February 28, 2023
	  	€	928,794	 	  	 	0