8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTEPrecipio, Inc. • December 3rd, 2018 • Laboratory analytical instruments • New York
THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of Precipio, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 4 Science Park, New Haven, CT 06511, designated as its 8% Senior Secured Convertible Promissory Notes due 2019 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 3rd, 2018 • Precipio, Inc. • Laboratory analytical instruments • New York
Precipio, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [NAME OF HOLDER]., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date which is six months after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [Number of Warrants] (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meaning
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • December 3rd, 2018 • Precipio, Inc. • Laboratory analytical instruments • New York
This AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment Agreement”) is made as of November 29, 2018 between Precipio, Inc., a Delaware corporation (the “Company”) and the Investors set forth in Exhibit A attached hereto (each an “Investor” and collectively, the “Investors”).
PRECIPIO, INC.Precipio, Inc. • December 3rd, 2018 • Laboratory analytical instruments • New York
Reference is hereby made to the shares of common stock issuable upon exercise of warrants, set out in the attached schedule A, to purchase shares of common stock that are currently exercisable (the “Warrants”) and your agreement to purchase convertible notes together with applicable warrants (in a number of tranches) in accordance with the terms of the Securities Purchase Agreement dated April 20, 2018 as amended and Restated pursuant to an Amendment Agreement dated November 29, 2018, and by which agreement to purchase the Company is provided with $[ ] of gross proceeds for the issuance of Notes with an aggregate principal of $[ ].
