WITNESSETH ----------License Agreement • December 17th, 2007 • Accelr8 Technology Corp • Laboratory analytical instruments • New York
UNDERWRITING AGREEMENT ACCELERATE DIAGNOSTICS, INC. 2,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 15th, 2017 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
Exhibit 10.1 Amendment to Supply Agreement - Notification on Exercise of Non- Exclusive Manufacturing License - This letter amends the Supply Agreement ("Agreement") for Slide HS made and entered into as of June 1, 2005 (the "Effective Date") by and...Supply Agreement • September 28th, 2005 • Accelr8 Technology Corp • Laboratory analytical instruments
Accelr8 Technology Corporation, 7000 N. Broadway, Bldg 3-307, Denver, CO 80221, ("Accelr8"); and Schott Jenaer Glas GmbH ("SCHOTT"), Otto-Schott-Strasse 13, 07745 Jena, Germany;
ACCELERATE DIAGNOSTICS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of June 9, 2023 5.00% Senior Secured Convertible Notes due 2026Indenture • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
INDENTURE, dated as of June 9, 2023, between ACCELERATE DIAGNOSTICS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “Collateral Agent”, as more fully set forth in Section 1.01).
RECITALSEmployment Agreement • December 17th, 2007 • Accelr8 Technology Corp • Laboratory analytical instruments • Colorado
BETWEENAsset Purchase Agreement • January 26th, 2001 • Accelr8 Technology Corp • Services-prepackaged software • Colorado
Exhibit 10.1 STOCK PURCHASE AGREEMENT Accelr8 Technology Corporation 7000 Broadway, Building 3-307 Denver, Colorado 80221 Attn: Thomas V. Geimer, Chief Executive Officer Ladies and Gentlemen: The undersigned (the "Investor") is writing to advise you...Stock Purchase Agreement • March 23rd, 2010 • Accelr8 Technology Corp • Laboratory analytical instruments • Colorado
Form of Exchange AgreementExchange Agreement • September 23rd, 2021 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”), hereby agrees to exchange, with Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), certain 2.50% Convertible Senior Notes due 2023, CUSIP 00430H AB8 (the “Notes”) for shares (“Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pursuant to this exchange agreement (this “Agreement”). The Investor understands that the exchange (the “Exchange”) is being made without registration of the offer or sale of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction in a private placement pursuant to the exemption from registration
SUBSCRIPTION AND INFORMATION AGENT AGREEMENTSubscription and Information Agent Agreement • March 10th, 2014 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • Pennsylvania
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 10th day of March, 2014, by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).
Accelerate Diagnostics, Inc. Purchase AgreementPurchase Agreement • March 28th, 2018 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $150,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2023 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $22,500,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2023 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), or a
Confidential CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO RULE 24B-2 AND ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST. COPIES OF THIS EXHIBIT CONTAINING THE OMITTED INFORMATION HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND...Research and Option Agreement • June 16th, 2008 • Accelr8 Technology Corp • Laboratory analytical instruments • New Jersey
RECITALSEmployment Agreement • March 14th, 2003 • Accelr8 Technology Corp • Services-prepackaged software • Colorado
SECURITY AGREEMENT among ACCELERATE DIAGNOSTICS, INC., as Issuer, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent Dated as of June 9, 2023Security Agreement • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments
This SECURITY AGREEMENT, dated as of June 9, 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 Accelerate Diagnostics, Inc., a Delaware corporation (“Issuer”), and the Subsidiaries of Issuer from time to time party hereto as guarantors (collectively, the “Guarantors”), as pledgors, assignors and debtors (Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), and U.S. Bank Trust Company, National Association, a national banking association, 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”).
ACCELERATE DIAGNOSTICS, INC. Common Stock (par value $0.001 per share) Equity Sales AgreementEquity Sales Agreement • May 28th, 2021 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with William Blair & Company, L.L.C. (the “Agent”) as follows:
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 19th day of January, 2024, by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”).
WARRANT AGENCY AGREEMENT Broadridge Corporate Issuer Solutions, LLC and Accelerate Diagnostics, Inc.Warrant Agency Agreement • January 25th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
WARRANT AGENCY AGREEMENT made as of January 23, 2024 (the “Issuance Date”), between Accelerate Diagnostics, Inc., a Delaware corporation with offices at 3950 S. Country Club Road, Suite 470, Tucson, Arizona 85714 (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, with offices at 51 Mercedes Way, Edgewood, NY 11717 (the “Warrant Agent”).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Senior Priority Representative for the Super-Priority Secured Parties and Super-Priority Collateral Agent, U.S. BANK TRUST COMPANY, NATIONAL...First Lien/Second Lien Intercreditor Agreement • August 8th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of August 8, 2024 (as amended, restated, supplemented or modified from time to time, this “Agreement”), among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Representative for the Super-Priority Secured Parties (in such capacity and together with its successors in such capacity, the “Super-Priority Collateral Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Representative for the Initial Second Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Second Lien Representative”), and each additional Senior Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09 and acknowledged and agreed to by ACCELERATE DIAGNOSTICS, INC., a Delaware corporation (the “Issuer”), and the other Grantors from time to time party hereto.
ACCELERATE DIAGNOSTICS, INC. as Issuer, THE GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and as Notes Collateral Agent INDENTURE Dated as of August 8, 2024 Super-Priority Senior Secured PIK Notes Due 2025Indenture • August 8th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
INDENTURE, dated as of August 8, 2024 (this “Indenture”), by and among ACCELERATE DIAGNOSTICS, INC., a Delaware corporation (the “Issuer”), the Subsidiaries of Issuer from time to time party hereto as Guarantors (as defined herein), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee and as Notes Collateral Agent (each as defined herein).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 8th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
This Note Purchase Agreement (this “Agreement”), dated as of August 8, 2024, is made by and among Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the investors identified on Annex I attached hereto (together with their respective successors and permitted assigns, the “Investors”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • March 10th, 2014 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • Delaware
This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on March 10, 2014, by and among Schuler Family Foundation (the “Foundation”), Jack Schuler, Trustee of the Jack W. Schuler Living Trust (the “Trustee”) (the Foundation and Trustee, collectively, the “Standby Purchasers,” and each individually, a “Standby Purchaser”), and Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2021 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 22, 2021, by and among Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex I attached hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Amendment #1 to the Evaluation Corporation AgreementEvaluation Corporation Agreement • April 18th, 2011 • Accelr8 Technology Corp • Laboratory analytical instruments
Incorporating the terms and conditions of the Evaluation Agreement, effective as of June 14, 2010 (hereinafter collectively referred to as the “Agreement"), made by and between Novartis Vaccines and Diagnostics, Inc. ("Novartis V&D") and Accelr8 Technology Corporation ("Accelr8”), the Agreement is amended, effective as of November 10, 2010 as set forth herein.
ContractEmployment Agreement • March 29th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments
EVALUATION AGREEMENTEvaluation Agreement • April 18th, 2011 • Accelr8 Technology Corp • Laboratory analytical instruments • California
This Evaluation Agreement (the “Agreement”) is made by and between Novartis Vaccines and Diagnostics, Inc., 4560 Horton Street, Emeryville, California 94608 (“Novartis Diagnostics”), and Accelr8 Technology Corporation, a corporation having its address at 7000 North Broadway, Building 3-307, Denver, Colorado 80221 (“Accelr8”), effective as of 14 June, 2010 (“Effective Date”), as follows:
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
This Amendment No. 1 to Securities Purchase Agreement (the “Amendment”) is entered into on June 9, 2023 between Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the Jack W. Schuler Living Trust (the “Purchaser”).
LETTER OF INTENTLetter of Intent • April 18th, 2011 • Accelr8 Technology Corp • Laboratory analytical instruments
This Letter of Intent (“LOI”) is made and entered into as of 14 June 2010 (the “Effective Date”) by and between Novartis Vaccines and Diagnostics, Inc., a Delaware corporation, with offices at 4560 Horton Street, Emeryville, CA 94608, together with its affiliates (“Novartis Diagnostics”), and Accelr8 Technology Corporation, a company incorporated in Colorado, with offices located at 7000 North Broadway, Building 3-307, Denver, Colorado 80221 (“Accelr8”); jointly as the “Parties” and individually as a “Party.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2020 • Accelerate Diagnostics, Inc • Laboratory analytical instruments
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 24, 2020, by and among Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the several Purchasers (as defined below) signatory hereto.
ContractWarrant Agreement • October 26th, 2012 • Accelr8 Technology Corp • Laboratory analytical instruments • Colorado
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE "SECURITIES"), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
SUPER-PRIORITY SECURITY AGREEMENT among ACCELERATE DIAGNOSTICS, INC., as Issuer, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent Dated as of August 8, 2024Super-Priority Security Agreement • August 8th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments
This SUPER-PRIORITY SECURITY AGREEMENT, dated as of August 8, 2024 (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 Accelerate Diagnostics, Inc., a Delaware corporation (“Issuer”), and the Subsidiaries of Issuer from time to time party hereto as guarantors (collectively, the “Guarantors”), as pledgors, assignors and debtors (Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), and U.S. Bank Trust Company, National Association, a national banking association, 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”).
FIRST AMENDMENT TO Note Exchange AGREEMENTNote Exchange Agreement • December 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments
This First Amendment to Note Exchange Agreement (this “Amendment”), dated as of December 11, 2023, is entered into by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the undersigned investors constituting Majority Investors.
LICENSE AGREEMENTLicense Agreement • March 16th, 2007 • Accelr8 Technology Corp • Laboratory analytical instruments • New York
This License Agreement (“Agreement”) is made and entered into this 21st of December, 2006 (the “Effective Date”), by and between ACCELR8 TECHNOLOGY CORPORATION, a Colorado corporation, having its principal office at 7000 North Broadway, Bldg. 3-307, Denver, CO 80221 (hereinafter “Accelr8”) and SCHOTT Jenaer Glas GMBH, having its principal office at Otto-Schott-Strasse 13, 07745 Jena, Germany (hereinafter “Schott”). Accelr8 and Schott may be referred to herein individually as a “Party” and collectively as the “Parties.”
Amendment #1 to the Letter of IntentLetter of Intent • April 18th, 2011 • Accelr8 Technology Corp • Laboratory analytical instruments
Incorporating the terms and conditions of the Letter of Intent Agreement, effective as of June 14, 2010 (hereinafter collectively referred to as the "Agreement"), made by and between Novartis Vaccines and Diagnostics Inc. ("Novartis V&D") and Accelr8 Technology Corporation ("Accelr8"), the Agreement is amended, effective as of November 10, 2010, as set forth herein.
FORM OF STOCK OPTION AWARD AGREEMENT NON-QUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE ACCELR8 TECHNOLOGY CORPORATIONNon-Qualified Stock Option Award Agreement • July 30th, 2012 • Accelr8 Technology Corp • Laboratory analytical instruments • Colorado
This Non-Qualified Stock Option Award Agreement (the “Agreement”) is between Accelr8 Technology Corporation, a Colorado corporation (the “Company”) and ________________________ (the “Optionee”), and is effective as of the ____ day of __________, 20__ (the “Grant Date”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 10th, 2020 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • Arizona
THIS Consulting Services Agreement (“Agreement”) is entered into by and between Accelerate Diagnostics, Inc., 3950 S. Country Club Road, Suite 470, Tucson, AZ 85714 (“Accelerate”), and Romney Humphries, having an address at 3990 N. Caliente Canyon Place, Tucson AZ 85749 (“Clinical Advisor”).
ATTACHMENT B CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 29th, 2024 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • Arizona
THIS Consulting Services Agreement (“Agreement”) is entered into as of March 9, 2023 with an effective date of April 3, 2023 (“Effective Date”) by and between Accelerate Diagnostics, Inc., 3950 S. Country Club Road, Suite 470, Tucson, AZ 85714 (“Accelerate”), and Steve Reichling having an address at 12598 North Yellow Bird Road, Oro Valley Arizona 85755 (“Consultant”). Consultant and Accelerate are herein referred to collectively as “Parties” and individually as a “Party.”
