BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES March 8, 2024Convertible Notes Exchange Agreement • March 11th, 2024 • 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 Holder will exchange outstanding 7.25% Convertible Senior Notes due 2025 issued by the Company (the “7.25% Notes”) for the Company’s new 11.00%/13.00% Convertible Senior Secured Notes due 2028 (the “New Notes”) that will be issued pursuant to the provisions of an indenture dated as of December 19, 2023 (the “Indenture”) attached hereto as Exhibit B by and among the Company, the guarantors party thereto and GLAS Trust Company LLC, as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), as amended by the supplemental indenture to be dated as of the Closing Date (as defined below) between the Company, the guarantors
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. CONVERTIBLE NOTES EXCHANGE AGREEMENT August 12, 2024Convertible Notes Exchange 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).
CONVERTIBLE NOTES EXCHANGE AGREEMENTConvertible Notes Exchange Agreement • October 5th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
CONVERTIBLE NOTES EXCHANGE AGREEMENT, dated as of September 14, 2020 (this “Agreement”), by and among Opendoor Labs Inc., a Delaware corporation (the “Issuer”), and the entities listed on Schedule I hereto (collectively, the “Holders” and each, a “Holder” with respect to its Note (as defined below)).
CONVERTIBLE NOTES EXCHANGE AGREEMENTConvertible Notes Exchange Agreement • April 18th, 2023 • Mitesco, Inc. • Services-health services
THIS CONVERTIBLE NOTES EXCHANGE AGREEMENT, is dated as of March ___, 2023 (this “Agreement”), by and among Mitesco, Inc., a Delaware corporation (the “Company”), and ______________________ (the “Holder”).
TIMKENSTEEL CORPORATION CONVERTIBLE NOTES EXCHANGE AGREEMENT December 7, 2020Convertible Notes Exchange Agreement • December 8th, 2020 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
INDENTURE, dated as of May 31, 2016, by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
ASSERTIO HOLDINGS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT February 22, 2023Convertible Notes Exchange Agreement • February 23rd, 2023 • Assertio Holdings, Inc. • Pharmaceutical preparations
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Assertio Holdings, Inc. (the “Company”), as of the date first written above whereby the Holders will exchange the Exchanged Notes (as defined below) for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and cash as specified below.
PDL BIOPHARMA, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT September 12, 2019Convertible Notes Exchange Agreement • September 13th, 2019 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with PDL BioPharma, Inc., a Delaware corporation (the “Company”), as of the date first written above whereby the Holders will exchange for each $1,000 principal amount of the Company’s 2.75% Convertible Senior Notes due 2021 (the “Outstanding Notes”), (a) $1,000 principal amount of the Company’s new 2.75% Convertible Senior Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of a base indenture (the “Base Indenture”) dated as of the Closing Date, as supplemented by a supplemental indenture to be dated as of the Closing Date (the “Supplemental Indenture” and together with the Base Indentur
ASSERTIO THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT August 8, 2019Convertible Notes Exchange Agreement • August 9th, 2019 • Assertio Therapeutics, Inc • Pharmaceutical preparations
