from 8-K 7 pages Independent Director Agreement

from 8-K 8 pages To: Kroll Trustee Services Limited as Trustee Acting on Behalf of the Bridge Finance Parties as Defined in the Bridge Loan Note Facility Agreement (As Defined Below). for the Attention Of: Sajdah Afzal 17 April 2023 Dear Sirs, Loan Note Facility Agreement Dated 9 March 2023 Between, Amongst Others, the Issuer and Kroll Trustee Services as Trustee and Security Agent (The “Bridge Loan Note Facility Agreement”). We Refer to the Bridge Loan Note Facility Agreement

from 8-K 75 pages This Supplemental Deed Poll Is Made on 11 May 2023 by Babylon Holdings Limited (The “Issuer”) and Babylon Group Holdings Limited (“Babylon Group Holdings”) in Favour of the Registered Holders of the US$300,000,000 Notes Due 2026 (The “Notes”, Which Expression Shall, Unless the Context Otherwise Requires, Include Any Further Notes Issued Pursuant to Condition 19 and Forming a Single Series With the Notes) and Constituted by a Deed Poll Dated 4 November 2021 (As Previously Supplemented and Amended by a First Supplemental Deed Poll on 31 March 2022 and Further Supplemented and Amended by a Second Supplemental Deed Poll on 15 March 2023 (The “March 2023 Supplemental Deed Poll”)) Entered Into by the Issuer (The “Principal Deed Poll”). the Principal Deed Poll as Supplemented and Amended by This Supplemental Deed Poll (This “Supplemental Deed Poll”), Shall Be Referred to as the “Deed Poll”. Whereas: (A)the Various Amendments to the Conditions (As Defined Below) Were Approved by Holders. (B)the Notes Shall Have the Terms and Conditions (The “Conditions”) Set Out in Schedule 2 (Terms and Conditions of the Notes). (C)in Connection With the Various Amendments to the Principal Deed Poll, the Obligors Agree to Grant the Guarantees and Indemnities Set Out in Condition 2 (Guarantee and Indemnity) of the Terms and Conditions of the Notes. Now This Deed Witnesses as Follows: 1. Definitions and Interpretation 1.1capitalised Terms Used but Not Defined in This Supplemental Deed Poll Shall Have the Same Meanings Given to Them in the Conditions, Unless Otherwise Defined Herein. 1.2in This Supplemental Deed Poll: (A)“second Effective Date” Means the Date on Which the Holders Give Notice to the Issuer That It Has Received Each of the Documents and Other Evidence Listed in Schedule 1 (Conditions Precedent) in Form and Substance Satisfactory to the Holders. (B)“obligor” Means Each of the Issuer and Babylon Group Holdings