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).
BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES PURCHASE AGREEMENT December 18, 2023Convertible 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”).
BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES AND COMMON STOCK OR WARRANTS December 18, 2023Exchange 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
FORM OF SECURITY AGREEMENT among BIORA THERAPEUTICS, INC., as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and GLAS TRUST COMPANY LLC as Collateral Agent Dated as of December 19, 2023Form of Security Agreement • December 18th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of December 19, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, including by one or more Joinder Agreements, or otherwise, this “Agreement”), is made by and among Biora Therapeutics, Inc., a Delaware corporation (the “Issuer”), and the Subsidiaries of the Issuer from time to time party hereto as guarantors (collectively, the “Guarantors”), as pledgors (the Issuer, together with the Guarantors, in such capacities, and together with any successors in such capacity, the “Pledgors” and each, a “Pledgor”), and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, solely in its capacity as Collateral Agent pursuant to the Indenture, (in such capacity, and together with any successors in such capacity, the “Collateral Agent ”).
BIORA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME and GLAS TRUST COMPANY LLC as Trustee and Collateral Agent INDENTURE Dated as of December 19, 2023 11.00% / 13.00 % Convertible Senior Secured Notes due 2028Supplemental Indenture • December 18th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of December 19, 2023, 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 18th, 2023 • Biora Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2023, is by and between 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”).
