FORM OF COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.Common Stock Purchase Warrant • August 21st, 2024 • 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 Issue Date, subject prior to the Stockholder Approval Date to the Conversion Share Cap (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5)-year anniversary of the later of the Initial Exercise Date and, to the extent required for the complete exercise hereof under the rules of Nasdaq, the Stockholder Approval Date; provided, that if such date is not a Trading Day, the date that is the immediately following Trading Day (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
BIORA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME and GLAS TRUST COMPANY LLC as Trustee and Collateral Agent AMENDED AND RESTATED INDENTURE Dated as of August 15, 2024 11.00% / 13.00 % Convertible Senior Secured Notes due 2028Indenture • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED INDENTURE, dated as of August 15, 2024, among Biora Therapeutics, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors party hereto from time to time (as defined herein), and GLAS Trust Company LLC, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), is an amendment and restatement of the indenture dated December 19, 2023, as amended by the supplemental indenture thereto dated March 12, 2024.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2024, is by and among the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors”), and Biora Therapeutics, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.Common Stock Purchase Warrant Amendment • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations
Biora Therapeutics, Inc. (the “Company”) and each undersigned Holder of the Common Stock Purchase Warrants of the Company identified on Exhibit A (the “Warrants”), severally and not jointly, enter into this Amendment to Common Stock Purchase Warrant (this “Amendment”), dated as of August 15, 2024, whereby the parties will amend each of the Warrants as described herein. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Warrants.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 21st, 2024 • Biora Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 15, 2024, by and among Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings given to them in the Convertible Notes Purchase Agreement, dated August 12, 2024 (the “August 2024 Purchase Agreement”), by and among the Company and the purchasers party thereto.
