COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.Common Stock Purchase Warrant • September 19th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00p.m. (New York City time) on September [●], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR COMMON STOCK AND WARRANTS September 18, 2023Convertible Notes Exchange Agreement • September 19th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations
The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is exchanging Outstanding Notes hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”), as of the date first written above whereby the Holders will exchange outstanding 7.25% Convertible Senior Notes due 2025 issued by the Company (the “7.25% Notes”) for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one or more pre-funded warrant to purchase shares of Common Stock in substantially the form of Exhibit B (the “Pre-Funded Warrants”) and one or more warrants in substantially the form of Exhibit C (the “Additional Warrants” and, together with the Pre-Funded Warrants, the “Warrants”).
BIORA THERAPEUTICS, INC. AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 18, 2023Investors’ Rights Agreement • September 19th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 4 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among Biora Therapeutics, Inc. (formerly Progenity, Inc.), a Delaware corporation (the “Company”), the investors listed on Exhibit A thereto (each, an “Investor” and collectively, the “Investors”), and the holders of Common Stock listed on Exhibit B thereto, as previously amended by Amendment No. 1 to the Agreement, dated November 10, 2020, Amendment No. 2 to the Agreement, dated December 7, 2021, and Amendment No. 3 to the Agreement, dated May 21, 2021. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.
