Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Bridge Facility Agreement

On May 10, 2023, Babylon Holdings Limited ("Babylon" or the "Company" and, together with its consolidated subsidiaries, the "Group"), the Subsidiary Guarantors (as defined below), and certain AlbaCore Bridge Notes Subscribers (as defined below) entered into an amendment and restatement agreement (the "Amendment and Restatement Agreement") to that certain bridge loan notes facility agreement, dated March 9, 2023 (the "Bridge Facility Agreement," and as amended and restated, the "Amended Bridge Facility Agreement"), 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, a limited company organized under the laws of England, as parent guarantor (the "Parent Guarantor" and, together with the Subsidiary Guarantors, the "Guarantors"), and certain affiliates of, or funds managed and/or advised by, AlbaCore Capital LLP (the "AlbaCore Bridge Notes Subscribers").

Pursuant to the initial 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 "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 Bridge Notes were issued in three tranches.

On April 17, 2023, the Company and the note trustee under the Bridge Facility (the "Note Trustee") agreed to a waiver of the conditions for the utilization of tranche three of the Bridge Facility (the "Tranche Three Waiver"). In connection with the Tranche Three Waiver, among other things, (i) certain operational milestones under the Bridge Facility Agreement were extended, (ii) the governance regime agreed under the Bridge Facility Agreement was simplified to provide a right for certain noteholders under the Bridge Facility (the "Bridge Noteholders") to nominate a candidate for appointment by the Company as an independent, non-executive director to the board of directors of the Company and that, following such appointment, the board of directors of the Company shall at all times comprise a maximum of five directors, a majority of which must be independent, non-executive directors and two of which must be nominated by the Bridge Noteholders and (iii) the Company agreed to provide the Bridge Noteholders with additional information in relation to the Group to facilitate their financial, operational and legal due diligence of the Group.

Pursuant to the Amended Bridge Facility Agreement, the Bridge Noteholders agreed to provide 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, to be funded in three tranches (such loan notes to be issued thereunder, the "Additional Bridge Notes"). The Additional Bridge Facility is subject to an original issue discount (calculated on the basis of an aggregate principal amount of $30,000,000).

The Additional Bridge Notes 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 Additional Bridge Notes 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 third tranche (Tranche Six, as defined below), approvals by Bridge Noteholders.

Each member of the Group which granted security to secure the obligations in respect of the Bridge Notes and the Existing Notes (as defined below) is required to grant supplementary security on substantially the same terms to secure the obligations in respect of the Additional Bridge Notes. The Additional Bridge Notes are guaranteed by the Company and the Guarantors on substantially the same terms as the guarantees granted in respect of the Bridge Notes.

The first tranche of the Additional Bridge Facility ("Tranche Four," in an aggregate principal amount of $5,750,000, representing $5,000,000 net of original issue discount) will be provided from and including the date on which the conditions precedent in respect of Tranche Four have been satisfied or waived (the "Tranche 4 Closing Date") until May 12, 2023 and shall be subject, among other conditions, to the public announcement by the Company disclosing the Additional Bridge Facility within four business days of the date of the Amendment and Restatement Agreement; the second tranche of the Additional Bridge Facility ("Tranche Five," in an aggregate principal amount of $11,500,000, representing $10,000,000 net

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of original issue discount) may be utilized from May 19, 2023 until June 16, 2023, subject, among other conditions, to the prior utilization in full of Tranche Four; and the third tranche of the Additional Bridge Facility ("Tranche Six," in an aggregate principal amount of $17,250,000, representing $15,000,000 net of original issue discount) may be utilized on a date agreed between the Parent Guarantor and the Bridge Noteholders which may not be earlier than June 9, 2023 subject, among other conditions, to the prior utilization in full of Tranche Four and Tranche Five and approvals by Bridge Noteholders. Tranche Four is anticipated to be utilized on May 12, 2023, in connection with the entry into the Amended Bridge Facility Agreement and the Framework Implementation Agreement (as defined below).

The Amended Bridge Facility Agreement provides that proceeds from the Additional Bridge Facility must be used for working capital purposes and payments of fees, costs and expenses in connection with the Additional Bridge Facility and related transaction documentation. Pursuant to the terms of the Amended Bridge Facility Agreement, the Group is subject to certain additional restrictive covenants in relation to cash management, intra-group lending and certain other transactions, certain permitted exclusions to the restrictive covenants under the Bridge Facility Agreement have been removed or limited, certain events of default have been expanded to cover all members of the Group, certain additional events of default have been added to the Bridge Facility Agreement, certain additional events in relation to restrictions on transfer of the Bridge Notes and/or the Additional Bridge Notes have been added to the Bridge Facility Agreement and the operational milestones in relation to a recapitalization of the Group and/or the sale of the Group, a sale of a strategic minority stake in the Group or a sale of material assets or subsidiaries of the Group have been removed.

The economic pricing terms of the Additional Bridge Notes are substantially similar to the Bridge Notes. The Additional Bridge Notes bear PIK interest at a rate of Term SOFR plus credit adjustment spread plus a 12% margin. All PIK interest shall be capitalized and added to the principal of the Additional . . .

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under "Amended and Restated Bridge Facility Agreement" in Item 1.01 of this Current Report is hereby incorporated by reference in this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On May 10, 2023, Babylon issued a press release announcing entry into the Amended Bridge Facility Agreement and the Framework Implementation Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section,

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nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 - Financial Statements and Exhibits



(d) Exhibits:

Exhibit No.             Description
  99.1                    Press release, dated May 10, 2023
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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