EX-10.30





 Exhibit 10.30 

____________________________    2021 

DEED OF TERMINATION OF CONSULTANCY AGREEMENT 

between 
 ROCKLEY PHOTONICS
LIMITED 
 and 
 ROCKLEY
VENTURES LIMITED 












 Deed of Termination (the “Deed”) 

Dated                    2021 

Between 
  

	(1)	 Rockley Photonics Limited, a company incorporated under the laws of England and Wales with company number
08683015 (the “Client”); and 


  

	(2)	 Rockley Ventures Limited, a company registered under number 06499415 with its registered office at
_____________________________ (“Company”), 


 together (the “Parties”). 

Recitals 
 The Client and the Company entered into a
Consultancy Agreement dated 1 August 2020 (the “Consultancy Agreement”) 
 A Business Combination Agreement was entered into on
19 March 2021 (the “Business Combination Agreement”), between (1) SC Health Corporation, (2) Rockley Photonics Holdings Limited, (3) Rockley Mergersub and (4) the Client pursuant to which, upon the
consummation of the transactions contemplated therein (the “Closing”), among other things, the Client will become an indirect subsidiary of Holdings. 

The Client and the Company wish to record the termination of the Consultancy Agreement with effect from the Termination Date (as defined below): 

It is agreed 
  

	1.	 Termination of the Consultancy Agreement 



 

	1.1	 The Parties confirm and agree that the Consultancy Agreement shall terminate by mutual agreement with effect
from the Closing (the “Termination Date”) notwithstanding Clause 13.1 of the Consultancy Agreement. 


  

	1.2	 Each Party warrants and represents that it has complied with all its obligations under the Consultancy
Agreement from 1 August 2020 up to and including the Termination Date. 


  

	1.3	 Each Party acknowledges and agrees that Clause 13.5 is applicable in relation to the termination of the
Consultancy Agreement and accordingly such termination shall not affect any of the provisions of the Consultancy Agreement which are expressed to operate or have effect or are capable of operation or effect after such termination as of the
Termination Date. The Company specifically shall procure compliance by each of the Consultants (as defined in the Consultancy Agreement) with all relevant obligations of the Consultancy Agreement after the Termination Date. 



 

	2	 Notices 


  

	2.1	 Any communication to be made under or in connection with this Deed shall be made in writing and made in
accordance with the terms of the Consultancy Agreement. 


  

	2.2	 The contact details of each party for any communication or document to be made or delivered under or in
connection with this Deed are as set out in the recitals of this Deed. 















	2.3	 Any communication or document made or delivered by one person to another under or in connection with this Deed
shall be effective in the manner set out in the Consultancy Agreement. 


  

	3	 Counterparts 



This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single
copy of this Deed. 
  

	4	 Governing law and jurisdiction 



 

	4.1	 This Deed shall be governed by, and construed in accordance with, the laws of England and Wales.



  

	4.2	 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 Deed. 


 Executed as a deed and delivered on the date appearing at the
beginning of this Deed. 













					
	Executed as a deed by	  	)	  	
	ROCKLEY PHOTONICS	  	)	  	
	LIMITED acting	  	)	  	
	by a director in the presence of:	  	)	  	Director


					
			
	Signature of witness:	  	 	  	
			
	Name of witness:	  	 	  	
			
	Address:	  	 	  	
			
		  	 	  	
			
		  	 	  	

  

					
	Executed as a deed by	  	)	  	
	ROCKLEY VENTURES	  	)	  	
	LIMITED acting	  	)	  	
	by a director in the presence of:	  	)	  	Director


					
			
	Signature of witness:	  	 	  	
			
	Name of witness:	  	 	  	
			
	Address: