Biora Therapeutics, Inc. Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.
Biora Therapeutics, Inc. • December 18th, 2023 • 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 5:00 p.m. (New York City time) on December 19, 2028 (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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 6th, 2021 • Progenity, Inc. • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2021, between Progenity, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT PROGENITY, INC.
Common Stock Purchase • August 23rd, 2021 • Progenity, Inc. • Services-medical laboratories • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROGENITY, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. 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).

🌑 ] Shares Progenity, Inc. Common Stock PURCHASE AGREEMENT
Purchase Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York

Progenity, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [ 🌑 ] authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to [ 🌑 ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 4th, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Progenity, Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.

PROGENITY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of December 7, 2020 7.25% Convertible Senior Notes due 2025
Indenture • December 7th, 2020 • Progenity, Inc. • Services-medical laboratories • New York

INDENTURE, dated as of December 7, 2020, between Progenity, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC.
Biora Therapeutics, Inc. • March 11th, 2024 • 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 six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 12, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to 2,000,000 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).

90 million Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement
Progenity, Inc. • November 22nd, 2021 • Services-medical laboratories • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 14th, 2021 • Progenity, Inc. • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2021, by and among Progenity, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

SETTLEMENT AND GENERAL RELEASE AGREEMENT
Settlement and General Release Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Connecticut

This Settlement and General Release Agreement (the “Agreement”) is entered into and made effective as of the 5th day of December, 2018, (the “Effective Date”), by and between Connecticut General Life Insurance Company and Cigna Health and Life Insurance Company (collectively, “Cigna”), with principal offices located at 900 Cottage Grove Road, Bloomfield, Connecticut 06002, and Progenity, Inc. (“Provider”), a Delaware Corporation with offices located at 4330 La Jolla Village Drive, Ste 200, San Diego, CA 92122. Cigna and Provider may hereinafter be referred to herein individually as a “Party” or collectively as the “Parties”.

PROGENITY, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 27, 2019
Rights Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware

This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of the 27th day of August, 2019, by and among Progenity, Inc., a Delaware corporation (the “Company”), the holders of common stock, par value $0.001 per share, of the Company (the “Common Stock”), Series A Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), Series A-1 Preferred Stock, par value $0.001 per share, of the Company (the “Series A-1 Preferred Stock”), Series B Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred Stock” and, together with the Series A Preferred Stock and the Series A-1 Preferred Stock, the “Preferred Stock”) listed on Exhibit A to this Agreement (each, an “Investor” and collectively, the “Investors”), and the holders of Common Stock listed on Exhibit B to this Agreement (each a “Founder” and collectively, the “Founders”, and, together with the Investors, the “Stockholders”).

CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND PROGENITY, INC.
Corporate Integrity Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
40,000,000 Shares of Common Stock and Warrants to Purchase 40,000,000 Shares of Common Stock Progenity, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • August 23rd, 2021 • Progenity, Inc. • Services-medical laboratories • New York

Progenity, Inc., a Delaware corporation (the “Company”), proposes to sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of (i) 40,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company and (ii) warrants to purchase up to 40,000,000 shares of Common Stock in the form set forth on Exhibit A (the “Firm Warrants”). The Firm Shares consist of 40,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriter an option to purchase up to (i) 6,000,000 additional shares of Common Stock (the “Option Shares”) and/or (ii) warrants to purchase up to 6,000,000 shares of Common Stock in the form set forth on Exhibit A (the “Option Warrants” and together with the Firm Warrants, the “Warrants”) on the terms and for the purposes set forth in Section 3 hereof. The Firm Shares, the Firm Warrants and any Option Shares and Option Warrants purchased pursu

STOCK OPTION AGREEMENT
Stock Option Agreement • March 30th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • Delaware

Biora Therapeutics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (this “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Common Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Biora Therapeutics, Inc. 2021 Inducement Plan (the “Plan”), the provisions of which are incorporated herein by reference. By accepting the grant, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this Option Agreement and the Plan, (b) acknowledges and agrees to all of the terms and conditions of the Option as set forth in the Grant Notice, this Option Agreement and the Plan, and agrees to accept as binding,

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 30th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • Delaware

Biora Therapeutics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “RSU Agreement”) is attached a Restricted Stock Unit Award to acquire a certain number of shares of Common Stock upon the vesting and settlement of such award as set forth in the Grant Notice and this RSU Agreement (the “RSU Award”). The RSU Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Biora Therapeutics, Inc. 2021 Inducement Plan (the “Plan”), the provisions of which are incorporated herein by reference. By accepting the grant, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this RSU Agreement and the Plan, (b) acknowledges and agrees to all of the terms and conditions of the RSU Award as set forth in the Grant Notice,

BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES PURCHASE AGREEMENT December 18, 2023
Convertible Notes Purchase Agreement • December 18th, 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 acquiring Purchaser New Notes hereunder, 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 the Company’s new 11.00%/13.00% Convertible Senior Secured Notes 2028 (the “New Notes”) that will be issued pursuant to the provisions of an indenture to be dated as of the 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 a security agreement in substantially the form attached hereto as Exhibit E to be dated as of the Closing Date (the “Security Agreement”).

SETTLEMENT AGREEMENT
Settlement Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories

This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program (“TRICARE”), and the Office of Personnel Management (“OPM”), which administers the Federal Employees Health Benefits Program (“FEHBP”), (collectively, “the United States”), and Progenity, Inc. (“Progenity”) (hereafter collectively referred to as “the Parties”), through their authorized representatives.

BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES AND COMMON STOCK OR WARRANTS December 18, 2023
Exchange Agreement • December 18th, 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 (i) 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 to be dated as of the Closing Date (as defined below) (the “Indenture”) substantially in the form of 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 a security agreement to be dated as of the Closing Date (the “Security Agreement”) in sub

SETTLEMENT AGREEMENT
Settlement Agreement • May 27th, 2020 • Progenity, Inc. • Services-medical laboratories • Pennsylvania

This Settlement Agreement is entered into by and between Progenity, Inc., on the one hand, and Aetna Health Management, Inc. (“Aetna”) on the other hand (collectively, Progenity and Aetna are the “Parties” and each is a “Party” when reference is made in the singular).

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 27th, 2020 • Progenity, Inc. • Services-medical laboratories • New York

THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of March 31, 2020 is entered into by and among PROGENITY, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as Collateral Agent (the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

FIRST AMENDMENT TO SERIES B PREFERRED STOCK PURCHASE WARRANT PROGENITY, INC.
Series B Preferred Stock Purchase Warrant • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware

This FIRST AMENDMENT TO SERIES B PREFERRED STOCK PURCHASE WARRANT (this “Amendment”), is made effective dated as of August 27, 2019, by and between PROGENITY, INC., a Delaware corporation (the “Company”), and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, a Delaware limited partnership (the “Registered Holder”).

CREDIT AND SECURITY AGREEMENT dated as of October 27, 2017 among PROGENITY, INC., as the Borrower, and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as the Collateral Agent and as a Lender, and THE OTHER LENDERS PARTY HERETO
Credit and Security Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York

THIS CREDIT AND SECURITY AGREEMENT, dated as of October 27, 2017 (this “Agreement”) is by and among PROGENITY, INC., a Delaware corporation, as the Borrower, the Guarantors from time to time party hereto, ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, a Delaware limited partnership, as a Lender and as Collateral Agent, and the other Lenders from time to time party hereto.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2021 • Progenity, Inc. • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2021, by and among Progenity, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Confidential Settlement Agreement and Mutual Release • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Minnesota

This Settlement Agreement and Mutual Release (the “Agreement”) is entered into as of September 30, 2019 (the “Effective Date”), by and among United HealthCare Services, Inc. and UnitedHealthcare Insurance Company (collectively, with their affiliates and subsidiaries, “United”), and Progenity, Inc. (“Progenity”). Each party to this Agreement is referred to as a “Party” and together as the “Parties.”

Promissory Note
Progenity, Inc. • December 1st, 2020 • Services-medical laboratories
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York

THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of May 6, 2020 is entered into by and among PROGENITY, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as Collateral Agent (the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR COMMON STOCK AND WARRANTS September 18, 2023
Convertible 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”).

PROGENITY, INC. AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 31, 2021
Rights Agreement • August 12th, 2021 • Progenity, Inc. • Services-medical laboratories • Delaware

This Amendment No. 3 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among 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 and Amendment No. 2 to the Agreement, dated December 7, 2021. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • September 1st, 2021 • Progenity, Inc. • Services-medical laboratories • California

Harry Stylli (“Employee”) and Progenity, Inc. (“Company”), hereby enter into this Separation Agreement and General Release (“Agreement”) as follows:

BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT March 8, 2024
Convertible Notes Purchase 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 acquiring Purchaser New Notes hereunder, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”) as of the date first written above, whereby the Purchaser will purchase the Company’s new 11.00%/13.00% Convertible Senior Secured Notes 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 between 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 party thereto and the Trustee in the form attached hereto as Exhibit C (the “New Notes Supplemental

PROGENITY, INC. AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 7, 2020
Rights Agreement • March 18th, 2021 • Progenity, Inc. • Services-medical laboratories • Delaware

This Amendment No. 2 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among 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. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

BIORA THERAPEUTICS, INC. AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 18, 2023
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.

PROGENITY, INC. AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 10, 2020
Rights Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware

This Amendment No. 1 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among 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. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Texas

This Management Services Agreement (the “Agreement”) dated June 8, 2015 is between Mattison Pathology, LLP d/b/a Avero Diagnostics, a Texas limited liability partnership (the “Company”), and Avero Laboratory Holdings, LLC, a Delaware limited liability company (the “Management Company”). The Company and the Management Company are collectively referred to herein as the “Parties”.

BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES March 8, 2024
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

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