On July 17, 2023, Babylon Holdings Limited (Babylon or the Company and, together with its consolidated subsidiaries, the Group), the Subsidiary Guarantors and certain AlbaCore Bridge Notes Subscribers entered into an amendment and restatement agreement (the Second Amendment and Restatement Agreement) to that certain bridge loan notes facility agreement, originally dated March 9, 2023 and amended and restated by an amendment and restatement agreement dated May 10, 2023 and as further amended by an amendment letter dated June 16, 2023 (the Bridge Facility Agreement, and as amended and restated pursuant to the Second Amendment and Restatement Agreement, the Amended Bridge Facility Agreement), entered into by and among the Company, as borrower, Babylon Healthcare Inc., Babylon Partners Ltd., and Babylon Inc. as subsidiary guarantors (the Subsidiary Guarantors), Babylon Group Holdings Limited as parent guarantor and certain affiliates of, or funds managed and/or advised by, AlbaCore Capital LLP. Pursuant to the original Bridge Facility Agreement, the AlbaCore Bridge Notes Subscribers provided Babylon with secured debt financing in the form of a senior secured term loan notes facility (the Bridge Facility) for an aggregate principal amount of up to $34,500,000 (such loan notes, the Original Bridge Notes). The Bridge Facility was subject to an original issue discount (calculated on the basis of an aggregate principal amount of $30,000,000).

The Original Bridge Notes were issued in three tranches. Pursuant to an amendment and restatement agreement dated May 10, 2023 amending and restating the Bridge Facility Agreement, the AlbaCore Bridge Notes Subscribers provided further secured debt financing in the form of an additional senior secured term loan notes facility (the ?Additional Bridge Facility?) in an additional aggregate principal amount of up to $34,500,000 (such loan notes issued thereunder, the ?Additional Bridge Notes? and, together with the Original Bridge Notes, the Bridge Notes).

The Additional Bridge Facility was subject to an original issue discount (calculated on the basis of an aggregate principal amount of $30,000,000). The Additional Bridge Notes were issued in three tranches. Pursuant to the Amended Bridge Facility Agreement, the AlbaCore Bridge Notes Subscribers agreed to provide further secured debt financing in the form of an additional senior secured term loan notes facility (the New Bridge Facility (July 2023)) in an additional aggregate principal amount of up to $11,500,000, to be funded in two tranches (such loan notes to be issued thereunder, the ?New Bridge Notes (July 2023)?).

The New Bridge Facility (July 2023) is subject to an original issue discount (calculated on the basis of an aggregate principal amount of $10,000,000). The New Bridge Notes (July 2023) will be issued by the Parent Guarantor, and are on economic terms substantially similar to the Bridge Notes and will rank pari passu with the Bridge Notes. The issuance of the New Bridge Notes (July 2023) is subject to the satisfaction of certain conditions precedent, including the receipt of certain supplemental security agreements and other transaction documentation, and with respect to the second tranche (Tranche Eight, as defined below), approvals by certain AlbaCore Bridge Notes Subscribers.

The first tranche of the New Bridge Facility (July 2023) (?Tranche Seven,? in an aggregate principal amount of $6,900,000, representing $6,000,000 net of original issue discount) was funded on July 20, 2023 following the satisfaction of specified conditions. The second tranche of the New Bridge Facility (July 2023) (?Tranche Eight,?

in an aggregate principal amount of $4,600,000, representing $4,000,000 net of original issue discount) may be utilized on a date agreed between the Parent Guarantor and the holders of the Bridge Notes which may not be earlier than July 27, 2023 subject, among other conditions, to the prior utilization in full of Tranche Seven and approvals by the AlbaCore Bridge Notes Subscribers. Tranche Eight is anticipated to be utilized on July 27, 2023.