BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT August 12, 2024Exchange Agreement • August 12th, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Each of the undersigned, severally and not jointly (each, 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 11.00%/13.00% Convertible Senior Secured Notes due 2028 (the “2028 Notes”) of the Company held by such Holder for a new series of 2028 Notes (the “New Notes”) that will be issued pursuant to the provisions of an amended and restated indenture to be dated as of the Initial Closing Date (as defined below) (the “Indenture”) in substantially the form attached hereto as Exhibit B between the Company and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), and secured pursuant to the terms of the security agreement (as defined in the Indenture) attached hereto as Exhibit D (the “Security Agreement”). Such New Notes will be Payment Priority Exchange Notes (as defined in the Indenture).
BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT August 12, 2024Convertible Notes Purchase Agreement • August 12th, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Each of the undersigned, severally and not jointly (each, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”), as of the date first written above whereby the Purchasers will purchase a new series (the “New Notes”) of the Company’s 11.00%/13.00% Convertible Senior Secured Notes due 2028 (the “2028 Notes”) that will be issued pursuant to the provisions of an amended and restated indenture to be dated as of the Initial Closing Date (as defined below) (the “Indenture”) in substantially the form attached hereto as Exhibit B between the Company and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), and secured pursuant to the terms of the security agreement (as defined in the Indenture) attached hereto as Exhibit F (the “Security Agreement”). Such New Notes will be Payment Priority New Money Notes (as defined in the Indenture).
