ContractConvertible Security Agreement • September 20th, 2018 • Precipio, Inc. • Laboratory analytical instruments • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE HOLDER TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS NOTE WAS ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATIO
EXCHANGE AGREEMENTExchange Agreement • September 20th, 2018 • Precipio, Inc. • Laboratory analytical instruments • New York
This Exchange Agreement (the “Agreement”) is entered into as of the 17 day of September, 2018, by and between Precipio, Inc., a Delaware corporation, with offices located at 4 Science Park, 3rd Floor, New Haven, CT 06511 (the “Company”) and the holders listed on the signature pages hereto (each "Holder", and collectively “Holders”), with reference to the following facts:
