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
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”).
RESCISSION AGREEMENTRescission Agreement • September 23rd, 2021 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • Delaware
This Rescission Agreement (this “Agreement”) is made and entered into as of September 17, 2021 (the “Agreement Date”), by and among Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the Tanya Eva Schuler Trust, the Therese Heidi Schuler Trust and Schuler Grandchildren LLC, an Illinois limited liability company (each a “Purchaser”, together the “Purchasers” and, collectively with the Company, the “Parties”), and, only with respect to the last sentence of Section 1.3 (Rights of Parties after Rescission), Section 2.2(c), (d) and (e) (Mutual Release), Section 3 (Representations of the Schuler Trust), Section 4 (Tax Matters) and Section 5 (Miscellaneous), the Jack W. Schuler Living Trust (the “Schuler Trust”).
