EX-10.10





 Exhibit 10.10 

25 February 2021 

BABYLON HOLDINGS LIMITED 

as Lender 
 - and - 

OCORIAN TRUSTEES (JERSEY) LIMITED 

trustee of 
 BABYLON
HOLDINGS EMPLOYEE BENEFIT TRUST 
 as Borrower 
  

 
 LOAN AGREEMENT

  
  

 
 



 
 COOLEY (UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK 

T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM 












 THIS AGREEMENT (this “Agreement”) is made on 25 February 2021 between the following
parties: 
  

	A.	 BABYLON HOLDINGS LIMITED, a company incorporated in Jersey with registered number 115471 whose
registered office is at 31 Esplanade, St Helier, Jersey, JE2 3qa (the “Lender”); and 


  

	B.	 OCORIAN TRUSTEES (JERSEY) LIMITED, (as trustee of the Babylon Holdings Employee Benefit Trust
(the “EBT”) a company incorporated in Jersey with registered number 6564whose registered office is at 26 New Street, St Helier, Jersey, JE2 3RA, Channel Islands) (the “Borrower”). 



WHEREAS: 
 The Lender has agreed to make available a loan
facility (the “Facility”) to the Borrower, pursuant to the terms set out in this Agreement. 
  

	1.	 AMOUNT AND PURPOSE 



 

	1.1	 Subject to the terms of this Agreement, the Lender shall lend and the Borrower shall borrow such amounts as the
Lender may from time to time, in its sole discretion, agree to lend (being, a “Loan Amount”) to the Borrower. Any Loan Amount(s) advanced to the Trustee shall be governed by the terms of this Agreement. 



 

	1.2	 The Borrower shall apply Loan Amounts so borrowed in order to fund the acquisition of shares in the capital of
the Company at such times as it thinks fit. 


  

	2.	 AVAILABILITY 


  


	2.1	 The Facility shall be available for drawdown in one or more tranches at any time that may be agreed by the
Lender. 


  

	2.2	 Any part of the Facility which has not been drawn down by the close of business on the 10th anniversary of the date of this Agreement shall be automatically cancelled at that time. 


  

	3.	 INTEREST 


  

	 	 Interest will not accrue on amounts outstanding under the Facility. 



 

	4.	 REPAYMENT 


  

	 	 The Facility shall be repayable on demand. The Borrower shall make all repayments hereunder in USD (unless
otherwise agreed by the parties to this Agreement) and free and clear of and without deductions of or withholding of any taxes or any other fees whatsoever present or future, except as may be required by law. 



 

	5.	 RIGHTS OF THIRD PARTIES 



 

	 	 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act
1999 or otherwise to enforce any term of this Agreement. 



  
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	6.	 WARRANTIES 



The Borrower represents and warrants to the Lender that: 
  

	 	(a)	 this Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with
its terms and the entry into and performance (including any application of proceeds of sums drawn down under the Facility) of this Agreement and the transactions contemplated hereby do not and will not conflict with (i) any law or regulations
applicable to the Borrower, or (ii) the constitutional documents of the Borrower, or (iii) any agreement or document to which the Borrower is a party or which is binding upon it or any of its assets; and 



 

	 	(b)	 all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other
matters, official or otherwise, required or advisable in connection with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated hereby have been obtained or effected and are in full force and
effect. 


  

	7.	 EVENTS OF DEFAULT 



If any of the following events occur, that is to say: 
  

	 	(a)	 the Borrower fails to comply with any other provision of this Agreement and if such non-compliance is capable of remedy within 21 days, the Borrower does not remedy the same within 21 days of being required to do so by the Lender; 



 

	 	(b)	 any representations, warranty or statement made or repeated in, or in connection with, this Agreement or in any
accounts, certificate, statement or opinion delivered by or on behalf of the Borrower hereunder or in connection herewith is incorrect in any material respect when made or deemed to be repeated; 



 

	 	(c)	 a receiver or similar officer is appointed in respect of the Borrower or in respect of all or any substantial
part of its assets; 


  

	 	(d)	 the Borrower becomes or is declared insolvent or is unable, or admits in writing its inability, to pay its
debts as they fall due or becomes insolvent within the terms of any applicable law; or 


  

	 	(e)	 any distress, execution, attachment or other process affects any asset of the Borrower and is not discharged
within 14 days; 


 the Lender may, by giving written notice to the Borrower, cancel the Facility and demand immediate
repayment of the Facility together with all interest thereon and other costs payable hereunder. 

  
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	8.	 LIMITATION ON RECOVERY FROM THE BORROWER 



 

	8.1	 Notwithstanding anything herein contained the amount which may be recovered from the Borrower hereunder shall
at all times be limited to the value for the time being of the assets for the time being comprised in the trust fund of the EBT (the “Trust Fund”) less the liabilities for the time being properly payable from the said assets and so
that for the purposes of this clause the Trust Fund shall not include any property which shall be held by the Borrower but which shall have been appointed to any beneficiary of the EBT or otherwise allocated to any beneficiary of the EBT to satisfy
any option or other right issued to such beneficiary of the EBT by the Borrower and that no recourse shall be had to the assets of the Borrower held either as trustee or co-trustee of a trust other than the
EBT or as nominee or as owner in its capacity or in any other way whatsoever and in particular but without prejudice to the generality of the foregoing the Lender shall not have recourse to shares over which an option has been validly granted to any
beneficiary pursuant to any share scheme for the benefit of employees and not yet exercised under the rules of the said schemes or pursuant to the terms of the said option. 



 

	8.2	 For the purposes of this clause 8, references to a beneficiary shall include references to his or her heirs and
to any other person to whom the shares or the proceeds for sale thereof or any property representing the same has been legally and validly transferred. 


  

	9.	 COUNTERPARTS 



This Agreement may be executed in any number of copies which taken together shall constitute the same Agreement. 

 

	10.	 GOVERNING LAW 



This Agreement (and any non-contractual obligations arising out of or in connection with it) shall be
governed and construed in accordance with the laws of England and Wales. 
  

	11.	 ASSIGNMENT 



The Borrower may assign, novate or otherwise transfer any of its rights and/or obligations under this Agreement. 

  
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	SIGNATORIES	  		  	
	  
 THE LENDER
	  	)	  	
		  	)	  	
	Signed by Ali Parsadoust	  	)	  	/s/ Ali Parsadoust
	for and on behalf of	  	)	  	
	BABYLON HOLDINGS LIMITED	  	)	  	
			
	THE BORROWER	  	)	  	
		  	)	  	
	Signed by	  	)	  	
	OCORIAN TRUSTEES (JERSEY) LIMITED	  	)	  	
	as trustee of the	  	)	  	
	Babylon Holdings Employee Benefit Trust	  	)	  	
	acting by two authorised signatories	  	)	  	
			
	Authorised Signatory:	  		  	/s/ Patrick Jones
			
	Authorised Signatory:	  		  	/s/ Paul Jeanne


  
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