REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • Athyrium Opportunities III Co-Invest 1 LP • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [•], 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”).
AMENDMENT TO COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Date: August [•], 2024Common Stock Purchase Warrant • August 14th, 2024 • Athyrium Opportunities III Co-Invest 1 LP • Pharmaceutical preparations
Biora 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 [•], 2024, whereby the parties will amend each of the Warrants as described herein.1 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 14th, 2024 • Athyrium Opportunities III Co-Invest 1 LP • Pharmaceutical preparations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August [•], 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.
Re: Letter Agreement regarding ForbearanceLetter Agreement • July 8th, 2024 • Athyrium Opportunities III Co-Invest 1 LP • Pharmaceutical preparations • New York
Reference is hereby made to that certain Indenture, dated as of December 19, 2023 (the “Original Indenture”), between Biora Therapeutics, Inc. (the “Company”) and GLAS Trust Company LLC, as trustee and collateral agent (the “Trustee”), as amended by that certain Supplemental Indenture, dated as of March 12, 2024, between the Company and the Trustee (the Original Indenture, as so supplemented, the “Indenture”), setting forth the terms of the Company’s 11.00% / 13.00% Convertible Senior Secured Notes due 2028 (the “Notes”). Capitalized terms used in this letter agreement (this “Agreement”) have the meanings given them in the Indenture.
