EX-4.3





 Exhibit 4.3 

EXHIBIT A 
 FORM OF
WARRANT CERTIFICATE 
 [Form of Warrant Certificate] 

[FACE] 
 Number 

Warrants 
 THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO 
 THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR 

IN THE WARRANT AGREEMENT DESCRIBED BELOW 

ROCKLEY PHOTONICS HOLDINGS LIMITED 

an exempted company incorporated in the Cayman Islands with limited liability 

CUSIP [__] 
 Warrant Certificate

 This Warrant Certificate certifies that _______________________, or registered assigns, is the registered holder of warrant(s)
evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Ordinary Shares, $ 0.00001 value per share (the “Company Ordinary Shares”), of Rockley Photonics Holdings
Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”). Each whole Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement
referred to below, to receive from the Company that number of fully paid and non-assessable Company Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as
determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and
payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement. 
 Each whole Warrant is initially exercisable for one fully paid and
non-assessable Company Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a
Company Ordinary Share, the Company will, upon exercise, round down to the nearest whole number of the number of Company Ordinary Shares to be issued to the Warrant holder. The number of Company Ordinary Shares issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 
 The initial Exercise Price per Company Ordinary Share
for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by
the end of such Exercise Period, such Warrants shall become void. 
 Reference is hereby made to the further provisions of this Warrant Certificate set
forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 
 This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. 












 IN WITNESS WHEREOF, the undersigned have caused this Warrant Certificate to be executed by
their duly authorized representatives effective as ____________, 20__. 
  

			
	ROCKLEY PHOTONICS HOLDINGS LIMITED


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	
	
	WARRANT AGENT:
	
	COMPUTERSHARE INC.
	
	COMPUTERSHARE TRUST COMPANY, N.A.


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	














 [Form of Warrant Certificate] 

[Reverse] 
 The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Company Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of July 11, 2019, by and among SC Health
Corporation, a Cayman Islands exempted company (“SC Health”), American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, and SC Health Holdings Limited, a Cayman Islands exempted
company (the “Sponsor”), as amended by that certain Assignment, Assumption and Amendment Agreement dated as of ______________, 2021 by and among SC Health, the Company, the Sponsor and the Warrant Agent (as defined
below) (the “Warrant Agreement”), duly executed and delivered by the Company to Computershare Inc., a Delaware corporation (“Computershare Inc.”), Computershare Trust Company, N.A., a federally
chartered trust company and a wholly owned subsidiary of Computershare Inc. (“Trust Company” and together with Computershare Inc., in such capacity as warrant agent, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company, the
Sponsor and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the
holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant
Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or
through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. 

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the Company Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Company Ordinary Shares is current, except through “cashless
exercise” as provided for in the Warrant Agreement. 
 The Warrant Agreement provides that upon the occurrence of certain events the number of Company
Ordinary Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a
Company Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Company Ordinary Shares to be issued to the holder of the Warrant. 

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
 Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. 












 Election to Purchase 

(To Be Executed Upon Exercise of Warrant) 
 The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Company Ordinary Shares and herewith tenders payment for such Company Ordinary Shares to the order of Rockley Photonics Holdings
Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) in the amount of $____________ in accordance with the terms hereof. The undersigned requests that a certificate for such
Company Ordinary Shares be registered in the name of _____________________, whose address is and that such Company Ordinary Shares be delivered to whose address is _______________________. If said number of Company Ordinary Shares is less than all
of the Company Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Company Ordinary Shares be registered in the name of _______________________, whose address
is_______________________and that such Warrant Certificate be delivered to _______________________, whose address is ______________________________________________. 

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the
Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of Company Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) and Section 6.4 of the Warrant Agreement. 
 In the event that the Warrant is a Private Placement Warrant that is to
be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Company Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement. 
 In the event that the Warrant is to be exercised on a “cashless” basis pursuant to
Section 8.4 of the Warrant Agreement, the number of Company Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 8.4 of the Warrant Agreement. 

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Company
Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Company Ordinary Shares. If said number of shares is less than all of
the Company Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Company Ordinary Shares be registered in the name of
_______________________, whose address is _______________________ and that such Warrant Certificate be delivered to _______________________, whose address is _______________________. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned has caused this Election to Purchase to be executed by
their duly authorized representatives effective as ____________, 20__. 
  

							
	Date: _____________, 20__	 		 		 	 
		 		 		 	(Signature)
		 		 		 	 
		 		 		 	(Address)
		 		 		 	 
		 		 		 	(Tax Identification Number)
	Signature Guaranteed:	 		 		 	

 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).