COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.Common Stock Purchase Warrant • August 23rd, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledAugust 23rd, 2024 Company Industry JurisdictionTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2021 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledOctober 6th, 2021 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2021, between Progenity, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
90 million Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • November 22nd, 2021 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledNovember 22nd, 2021 Company Industry Jurisdiction
🌑 ] Shares Progenity, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionProgenity, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [ 🌑 ] authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to [ 🌑 ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.Common Stock Purchase Warrant • October 11th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledOctober 11th, 2023 Company Industry JurisdictionTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
Contract Type FiledJune 4th, 2020 Company Industry JurisdictionThis Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Progenity, Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledApril 2nd, 2024 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2024, between Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PROGENITY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of December 7, 2020 7.25% Convertible Senior Notes due 2025Indenture • December 7th, 2020 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledDecember 7th, 2020 Company Industry JurisdictionINDENTURE, dated as of December 7, 2020, between Progenity, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2021 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledFebruary 25th, 2021 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2021, by and among Progenity, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
BIORA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME and GLAS TRUST COMPANY LLC as Trustee and Collateral Agent AMENDED AND RESTATED INDENTURE Dated as of August 15, 2024 11.00% / 13.00 % Convertible Senior Secured Notes due 2028Indenture • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledAugust 21st, 2024 Company Industry JurisdictionTHIS AMENDED AND RESTATED INDENTURE, dated as of August 15, 2024, among Biora Therapeutics, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors party hereto from time to time (as defined herein), and GLAS Trust Company LLC, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), is an amendment and restatement of the indenture dated December 19, 2023, as amended by the supplemental indenture thereto dated March 12, 2024.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2021 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledJune 14th, 2021 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2021, by and among Progenity, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledAugust 21st, 2024 Company IndustryThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2024, is by and among the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors”), and Biora Therapeutics, Inc., a Delaware corporation (the “Company”).
SETTLEMENT AND GENERAL RELEASE AGREEMENTSettlement and General Release Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Connecticut
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionThis Settlement and General Release Agreement (the “Agreement”) is entered into and made effective as of the 5th day of December, 2018, (the “Effective Date”), by and between Connecticut General Life Insurance Company and Cigna Health and Life Insurance Company (collectively, “Cigna”), with principal offices located at 900 Cottage Grove Road, Bloomfield, Connecticut 06002, and Progenity, Inc. (“Provider”), a Delaware Corporation with offices located at 4330 La Jolla Village Drive, Ste 200, San Diego, CA 92122. Cigna and Provider may hereinafter be referred to herein individually as a “Party” or collectively as the “Parties”.
PROGENITY, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 27, 2019Investors’ Rights Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionThis Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of the 27th day of August, 2019, by and among Progenity, Inc., a Delaware corporation (the “Company”), the holders of common stock, par value $0.001 per share, of the Company (the “Common Stock”), Series A Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), Series A-1 Preferred Stock, par value $0.001 per share, of the Company (the “Series A-1 Preferred Stock”), Series B Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred Stock” and, together with the Series A Preferred Stock and the Series A-1 Preferred Stock, the “Preferred Stock”) listed on Exhibit A to this Agreement (each, an “Investor” and collectively, the “Investors”), and the holders of Common Stock listed on Exhibit B to this Agreement (each a “Founder” and collectively, the “Founders”, and, together with the Investors, the “Stockholders”).
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND PROGENITY, INC.Corporate Integrity Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
Contract Type FiledDecember 1st, 2020 Company Industry
40,000,000 Shares of Common Stock and Warrants to Purchase 40,000,000 Shares of Common Stock Progenity, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2021 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledAugust 23rd, 2021 Company Industry JurisdictionProgenity, Inc., a Delaware corporation (the “Company”), proposes to sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of (i) 40,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company and (ii) warrants to purchase up to 40,000,000 shares of Common Stock in the form set forth on Exhibit A (the “Firm Warrants”). The Firm Shares consist of 40,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriter an option to purchase up to (i) 6,000,000 additional shares of Common Stock (the “Option Shares”) and/or (ii) warrants to purchase up to 6,000,000 shares of Common Stock in the form set forth on Exhibit A (the “Option Warrants” and together with the Firm Warrants, the “Warrants”) on the terms and for the purposes set forth in Section 3 hereof. The Firm Shares, the Firm Warrants and any Option Shares and Option Warrants purchased pursu
STOCK OPTION AGREEMENTStock Option Agreement • March 30th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 30th, 2023 Company Industry JurisdictionBiora Therapeutics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (this “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Common Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Biora Therapeutics, Inc. 2021 Inducement Plan (the “Plan”), the provisions of which are incorporated herein by reference. By accepting the grant, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this Option Agreement and the Plan, (b) acknowledges and agrees to all of the terms and conditions of the Option as set forth in the Grant Notice, this Option Agreement and the Plan, and agrees to accept as binding,
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 30th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 30th, 2023 Company Industry JurisdictionBiora Therapeutics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “RSU Agreement”) is attached a Restricted Stock Unit Award to acquire a certain number of shares of Common Stock upon the vesting and settlement of such award as set forth in the Grant Notice and this RSU Agreement (the “RSU Award”). The RSU Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Biora Therapeutics, Inc. 2021 Inducement Plan (the “Plan”), the provisions of which are incorporated herein by reference. By accepting the grant, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this RSU Agreement and the Plan, (b) acknowledges and agrees to all of the terms and conditions of the RSU Award as set forth in the Grant Notice,
BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT March 8, 2024Convertible Notes Purchase Agreement • March 11th, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledMarch 11th, 2024 Company IndustryThe undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is acquiring Purchaser New Notes hereunder, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”) as of the date first written above, whereby the Purchaser will purchase the Company’s new 11.00%/13.00% Convertible Senior Secured Notes 2028 (the “New Notes”) that will be issued pursuant to the provisions of an indenture dated as of December 19, 2023 (the “Indenture”) attached hereto as Exhibit B between the Company, the guarantors party thereto and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), as amended by the supplemental indenture to be dated as of the Closing Date (as defined below) between the Company, the guarantors party thereto and the Trustee in the form attached hereto as Exhibit C (the “New Notes Supplemental
SETTLEMENT AGREEMENTSettlement Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
Contract Type FiledDecember 1st, 2020 Company IndustryThis Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program (“TRICARE”), and the Office of Personnel Management (“OPM”), which administers the Federal Employees Health Benefits Program (“FEHBP”), (collectively, “the United States”), and Progenity, Inc. (“Progenity”) (hereafter collectively referred to as “the Parties”), through their authorized representatives.
BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES March 8, 2024Convertible Notes Exchange Agreement • March 11th, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledMarch 11th, 2024 Company IndustryThe undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is exchanging outstanding notes hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”) as of the date first written above, whereby the Holder will exchange outstanding 7.25% Convertible Senior Notes due 2025 issued by the Company (the “7.25% Notes”) for the Company’s new 11.00%/13.00% Convertible Senior Secured Notes due 2028 (the “New Notes”) that will be issued pursuant to the provisions of an indenture dated as of December 19, 2023 (the “Indenture”) attached hereto as Exhibit B by and among the Company, the guarantors party thereto and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), as amended by the supplemental indenture to be dated as of the Closing Date (as defined below) between the Company, the guarantors
SETTLEMENT AGREEMENTSettlement Agreement • May 27th, 2020 • Progenity, Inc. • Services-medical laboratories • Pennsylvania
Contract Type FiledMay 27th, 2020 Company Industry JurisdictionThis Settlement Agreement is entered into by and between Progenity, Inc., on the one hand, and Aetna Health Management, Inc. (“Aetna”) on the other hand (collectively, Progenity and Aetna are the “Parties” and each is a “Party” when reference is made in the singular).
AMENDMENT TO COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.Common Stock Purchase Warrant Amendment • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledAugust 21st, 2024 Company IndustryBiora Therapeutics, Inc. (the “Company”) and each undersigned Holder of the Common Stock Purchase Warrants of the Company identified on Exhibit A (the “Warrants”), severally and not jointly, enter into this Amendment to Common Stock Purchase Warrant (this “Amendment”), dated as of August 15, 2024, whereby the parties will amend each of the Warrants as described herein. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Warrants.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledAugust 21st, 2024 Company Industry JurisdictionThis VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 15, 2024, by and among Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings given to them in the Convertible Notes Purchase Agreement, dated August 12, 2024 (the “August 2024 Purchase Agreement”), by and among the Company and the purchasers party thereto.
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 27th, 2020 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledMay 27th, 2020 Company Industry JurisdictionTHIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of March 31, 2020 is entered into by and among PROGENITY, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as Collateral Agent (the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
FIRST AMENDMENT TO SERIES B PREFERRED STOCK PURCHASE WARRANT PROGENITY, INC.Series B Preferred Stock Purchase Warrant • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionThis FIRST AMENDMENT TO SERIES B PREFERRED STOCK PURCHASE WARRANT (this “Amendment”), is made effective dated as of August 27, 2019, by and between PROGENITY, INC., a Delaware corporation (the “Company”), and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, a Delaware limited partnership (the “Registered Holder”).
CREDIT AND SECURITY AGREEMENT dated as of October 27, 2017 among PROGENITY, INC., as the Borrower, and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as the Collateral Agent and as a Lender, and THE OTHER LENDERS PARTY HERETOCredit and Security Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionTHIS CREDIT AND SECURITY AGREEMENT, dated as of October 27, 2017 (this “Agreement”) is by and among PROGENITY, INC., a Delaware corporation, as the Borrower, the Guarantors from time to time party hereto, ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, a Delaware limited partnership, as a Lender and as Collateral Agent, and the other Lenders from time to time party hereto.
SECURITY AGREEMENT among BIORA THERAPEUTICS, INC., as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and GLAS TRUST COMPANY LLC as Collateral Agent Dated as of December 19, 2023Security Agreement • April 1st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledApril 1st, 2024 Company IndustryThis SECURITY AGREEMENT, dated as of December 19, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, including by one or more Joinder Agreements, or otherwise, this “Agreement”), is made by and among Biora Therapeutics, Inc., a Delaware corporation (the “Issuer”), and the Subsidiaries of the Issuer from time to time party hereto as guarantors (collectively, the “Guarantors”), as pledgors (the Issuer, together with the Guarantors, in such capacities, and together with any successors in such capacity, the “Pledgors” and each, a “Pledgor”), and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, solely in its capacity as Collateral Agent pursuant to the Indenture, (in such capacity, and together with any successors in such capacity, the “Collateral Agent ”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Minnesota
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionThis Settlement Agreement and Mutual Release (the “Agreement”) is entered into as of September 30, 2019 (the “Effective Date”), by and among United HealthCare Services, Inc. and UnitedHealthcare Insurance Company (collectively, with their affiliates and subsidiaries, “United”), and Progenity, Inc. (“Progenity”). Each party to this Agreement is referred to as a “Party” and together as the “Parties.”
Promissory NotePromissory Note • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
Contract Type FiledDecember 1st, 2020 Company Industry
ContractWarrant Agreement • May 27th, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
Contract Type FiledMay 27th, 2020 Company Industry JurisdictionTHIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES OR BLUE SKY LAWS. NO SALE, DISTRIBUTION OR OTHER TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES OR BLUE SKY LAWS.
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York
Contract Type FiledDecember 1st, 2020 Company Industry JurisdictionTHIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of May 6, 2020 is entered into by and among PROGENITY, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as Collateral Agent (the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR COMMON STOCK AND WARRANTS September 18, 2023Convertible Notes Exchange Agreement • September 19th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledSeptember 19th, 2023 Company IndustryThe undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is exchanging Outstanding Notes hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”), as of the date first written above whereby the Holders will exchange outstanding 7.25% Convertible Senior Notes due 2025 issued by the Company (the “7.25% Notes”) for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one or more pre-funded warrant to purchase shares of Common Stock in substantially the form of Exhibit B (the “Pre-Funded Warrants”) and one or more warrants in substantially the form of Exhibit C (the “Additional Warrants” and, together with the Pre-Funded Warrants, the “Warrants”).
PROGENITY, INC. AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 31, 2021Investors’ Rights Agreement • August 12th, 2021 • Progenity, Inc. • Services-medical laboratories • Delaware
Contract Type FiledAugust 12th, 2021 Company Industry JurisdictionThis Amendment No. 3 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A thereto (each, an “Investor” and collectively, the “Investors”), and the holders of Common Stock listed on Exhibit B thereto, as previously amended by Amendment No. 1 to the Agreement, dated November 10, 2020 and Amendment No. 2 to the Agreement, dated December 7, 2021. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.
Common Stock (par value $0.001 per share) Equity Distribution AgreementEquity Distribution Agreement • July 1st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
Contract Type FiledJuly 1st, 2024 Company Industry Jurisdiction