Sensyne Health plc announced that it has entered into the Note Purchase Agreement pursuant to which the Note Purchasers have agreed to purchase Loan Notes with principal amount of up to £11,350,000 on January 26, 2022. The Note Purchase Agreement provides for the Note Purchasers to purchase the Loan Notes in two tranches, The first tranche tranche of £6,350,000 principal amount of Loan Notes, subject to the satisfaction of certain conditions precedent by the Company, following execution of the Note Purchase Agreement (the First Tranche); and an additional tranche of up to £5,000,000 principal amount of Loan Notes, subject to the consent of both the Company and the Note Purchasers and satisfaction of certain conditions precedent by the Company (the Second Tranche).The Loan Notes are redeemable at 1.25 times their par value and have a maturity date which is 364 days following the date of utilisation of the First Tranche. The Loan Notes are required to be redeemed in full on the earliest to occur of (i) the maturity date and (ii) the sale of all or substantially all of the issued share capital, or change of control, of the Company.

The Company has also agreed to issue to the Note Purchasers Warrants to subscribe for up to 29,169,448 Ordinary Shares representing approximately 17.7%. of the Company's issued share capital. The Warrants to subscribe for 8,239,950 Ordinary Shares, representing approximately 5%.

of the company's issued share capital, on issue of the First Tranche of the Loan Notes (the Unconditional Warrants) and Warrants to subscribe for 12,689,541 Ordinary Shares, representing approximately 7.7%. of the company's issued share capital, to be issued in connection with the First Tranche, conditional upon the Shareholders approving the disapplication of statutory pre-emption rights for the issue of such Warrants; and Warrants to subscribe for 8,239,957 Ordinary Shares, representing 5%. of the company's issued share capital, to be issued if and when the Second Tranche of Loan Notes is issued, conditional upon the Shareholders approving the disapplication of statutory pre-emption rights for the issue of such Warrants (together with the Warrants referred to in sub-paragraph (b) above, the Conditional Warrants,.

Each Warrant is exercisable at the Warrant £0.10 at any time from the date of issue of the Warrant until 15 January 2025. The Warrants are subject to the terms of the Warrant Instrument, further details of which shall be set out in the Circular.