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).
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”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
This Note Purchase Agreement (this “Agreement”), dated as of June 9, 2023, 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”).
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”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
This Note Exchange Agreement (this “Agreement”), dated as of June 9, 2023, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 9, 2023, by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the Jack W. Schuler Living Trust, a living trust organized under the laws of the State of Illinois (the “Investor”).
CONSENT AND AMENDMENT NO. 1 TO SECURED PROMISSORY NOTESecured Promissory Note • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments
This Consent and Amendment No. 1 to Secured Promissory Note (the “Consent and Amendment”) is entered into on June 9, 2023 between Accelerate Diagnostics, Inc., a Delaware corporation (the “Borrower”), and the Jack W. Schuler Living Trust (the “Holder”).
