Exhibit 4.13
PREFERRED SHARE INVESTOR RIGHTS LETTER
To:
Bill & Melinda Gates Foundation (the Preferred Investor or you)
PO Box 23350
Seattle, WA 98102 USA
Attention: Chief Financial Officer
Date: 17 July 2018
Dear Preferred Investor,
Rights in connection with offer to subscribe for Series A 8% Cumulative Convertible Preferred Shares
We refer to the preferred share subscription letter entered into by you and the Company on or about the date hereof (the Preferred Share Subscription Letter) pursuant to which you agreed to subscribe for 15,756 Series A 8% Cumulative Convertible Preferred Shares of US$0.001 each in the capital of the Company (the Preferred Shares). This letter (the letter) constitutes a binding agreement between you and the Company and, accordingly, it shall be treated as a "Transaction Document" as defined in the Preferred Share Subscription Letter.
In this letter the term Group means, collectively, the Company, LumiraDX Group Limited and each of their subsidiaries, and the term Group Company means any one of them individually. Terms defined in the Preferred Share Subscription Letter shall have the same meaning in this letter.
You and the Company hereby agree as follows:
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The Warranties are qualified to the extent, but only to the extent, of those matters fairly disclosed in (a) the Data Room; and (b) the disclosure schedules attached to this letter as the Schedule. For this purpose "fairly disclosed" means disclosed in such manner and in such detail as to enable a reasonable person who is not familiar with the Company but has expertise in evaluating investments to make a reasonably informed and accurate assessment of the matter disclosed; provided that, forward-looking statements, including but not limited to financial projections and business plans and risk factors shall not be considered "fairly disclosed" regardless of whether such forward-looking statements and risk factors are included in the Data Room or in the Schedule.
The Company's maximum aggregate liability in respect of all claims for breach of the Warranties, shall not exceed the aggregate subscription price paid to the Company by you in respect of the Preferred Shares plus the reasonable cost and expenses (including attorney's fees) incurred in connection with making a successful claim for breach.
The Company shall not be liable in respect of any claim for breach of a Warranty (a Claim), unless you provide written notice to the Company of that Claim (setting out reasonable details of the subject matter giving rise to the Claim) by no later than 18 months after the date of this letter; provided, however, that this limitation shall not apply in the event of fraud or wilful misconduct.
The provisions of this paragraph 8 shall not apply to any claim to the extent that it arises or is increased as a result of the fraud or wilful misconduct of the Company.
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If delivered by UPS, Fed Ex, DHL, or other courier service, to all of the following:
Bill & Melinda Gates Foundation
Attention: Chief Financial Officer
with a copy to (which shall not constitute notice):
Morgan, Lewis & Bockius LLP
Attention: Karen Abesamis
If delivered by United States Postal Service, to all of the following:
Bill & Melinda Gates Foundation
Attention: Chief Financial Officer
with a copy to (which shall not constitute notice):
Morgan, Lewis & Bockius LLP
Attention: Karen Abesamis
If delivered email, to all of the following:
with a copy to (which shall not constitute notice):
IN WITNESS WHEREOF, this letter is executed and delivered as a deed on the date first written above.
Executed as a Deed by )
LumiraDx Limited )
acting by a director ) /s/ Ron Zwanziger
in the presence of:
Witness Signature: /s/ Veronique Ameye
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Witness Name:
Witness Address:
Witness Occupation:
Executed as a Deed by )
Bill & Melinda Gates Foundation )
acting by a director ) /s/ Sue Desmond-Hellman
in the presence of:
Witness Signature: /s/ Andrew Farnum
Witness Name:
Witness Address:
Witness Occupation:
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