ACCELERATE DIAGNOSTICS, INC. AND as Trustee INDENTURE Dated as of March 27, 2018Indenture • March 28th, 2018 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
INDENTURE, dated as of March 27, 2018, between ACCELERATE DIAGNOSTICS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
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
Re: Forward Stock Purchase TransactionForward Stock Purchase Transaction • March 28th, 2018 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Accelerate Diagnostics, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
