EXHIBIT 4.2


 


SUBSCRIPTION
AND INFORMATION AGENT AGREEMENT


 


This
Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 10th day of
March, 2014, by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Corporation”),
and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).


 


WHEREAS,
pursuant to a public
rights offering (the “Rights Offering”),
the record and
beneficial holders of the Corporation’s common stock, par value $0.001 per share (the “Common
Stock”), will be given the right (the “Subscription Rights”)
to subscribe for an aggregate of up to approximately 3,200,000 shares of Common Stock, in each case as more fully set forth in
a prospectus and related offering documents (the “Offering Documents”)
to be prepared by the Corporation and filed with the Securities and Exchange Commission for the purpose of effecting the Rights
Offering; and


 


WHEREAS,
the Corporation has authorized and directed the Agent (as defined below) to hold funds
submitted by stockholders who exercise Subscription Rights (the
“Subscription Funds”) in accordance with the terms and provisions
of this Agreement; and


 


WHEREAS,
upon the terms and conditions set forth in the applicable Offering
Documents, the Agent will record properly
exercised Subscription Rights from holders of the Common Stock on the Record Date (as defined in the applicable Offering Documents),
as well as record and deposit the Subscription Funds for
the purchase of the shares of Common Stock pursuant to the Rights
Offering; and 


 


WHEREAS,
the Corporation desires that Broadridge act as both Subscription
Agent and Information Agent under the Rights
Offering (the “Agent”), and Broadridge has indicated its willingness to do so.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
  Appointment of Subscription and Information Agent.
The Corporation hereby confirms the appointment of Broadridge
as Agent, and Broadridge hereby agrees to serve as Agent,
upon the terms and conditions set forth herein.


 


2.
  Acceptance and Receipt of Subscription Documents.


 


A.
  After receiving from the Corporation acknowledgement of the commencement
of the Rights Offering, the Agent shall promptly
mail to each holder of Common Stock as of the Record Date (a) the
appropriate Offering Documents as approved by the Corporation (which shall specify that the exercise
of Subscription Rights shall be effected, and risk
of loss of Subscription Funds shall pass, only upon receipt by the Agent of the properly completed Subscription Certificate
(as defined in the Offering Documents) and Subscription Funds required to effect the exercise
of Subscription Rights under the
Rights Offering) and (b) an envelope addressed to the Agent for use by such holder in exercising
his or her Subscription Rights (the “Mailing”).


 


B.
  The Agent, upon receipt of Subscription
Funds and duly, completely and correctly executed Subscription
Certificates and other documents for the exercise of Subscription Rights, shall make note of such Subscriptions
and Subscription Funds with respect of the amount
of shares subscribed for. Upon closing of the Rights
Offering and as promptly as feasible upon the Agent’s receipt of the Corporation’s acceptance and approval
of said Subscription Certificates, (i) the Corporation will
authorize the Agent to no longer accept any subscription documents and to prepare the final subscription list, representing the
number of shares of Common Stock for which said stockholder has subscribed, for the issuance of stock certificates by Broadridge
in its capacity as the Corporation’s transfer agent (the “Certificates”), and (ii) the Agent will
release to the Corporation the aggregate Subscription Funds
minus any fees and expense reimbursements (incurred or reserved for disbursements) due to the Agent from the Corporation
(sections (i) and (ii) directly preceding constituting the “Closing”). No interest on the Subscription
Funds will accrue to either the Corporation or the Corporation’s stockholders.


 




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3.
  Notification and Processing. The Agent is hereby
authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:


 


A.  
Accept and respond to all telephone requests from stockholders for information relative to the exercise
of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration
or the tax implications of the Rights Offering);
answer questions regarding the proper method of exercising
Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights
Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and
monitor the response to the Rights Offering; enclose
and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the
Corporation as to the status of the Rights
Offering.


 


B.
  Date stamp each document relating to its duties hereunder when received.


 


C.
  Receive and examine all documents
submitted to it in connection with the exercise of rights
under the Rights Offering for proper execution in accordance with the terms thereof. If Common
Stock applicable to a subscription is held by more than one record holder,
the applicable Offering Documents must be signed by each
such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by
different accounts on the relevant record holder list, then separate,
properly completed and executed subscriptions must be submitted
for each such position held by that or those joint holders (registrants).


 


D.
  Retain or return to any holders (as applicable) those Offering
Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct
any such deficiency. In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation
for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions
by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized
not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient.


 


E.   
Accept Subscription Certificates and other documents
signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the subscriptions
and proper evidence of their authority so to act has been submitted.


 


F.
  Accept subscriptions for
Common Stock to be issued other than in the name that appears
on the Corporation record stockholder list submitted for
such subscription, where (i) the
signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion
Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”),
or The Stock Exchanges Medallion Program (“SEMP”), (ii) any
necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or
it is established by the holder that no such taxes are due and payable and (iii) the
“Special Issuance Instructions” on the Subscription
Certificate have been properly completed.


 


G.
  Retain all subscriptions
accepted and retain such documents pending further instructions from the Corporation.


 


H.
  Return at the Corporation’s request any and all necessary records, information and material
concerning and representing unsubscribed Common Stock
under the Rights Offering.


 


I.
   Maintain on a continuing basis a list of holders of Common Stock that have not yet subscribed
pursuant to the Rights Offering.


 




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4.
  Concerning the Subscription and Information Agent.


 


The
Agent:


 


A.
  Shall have no duties or obligations other than those set forth herein, including those
described under “Included Services” on Exhibit A, and no duties or obligations shall be inferred or implied,
nor shall Agent be obligated nor expected to perform those services described under “Non-Included Services” on Exhibit
A.


 


B.
   May rely on, and shall be
held harmless by, the Corporation in acting upon any certificate,
statement, instrument, opinion, notice, letter, facsimile transmission, telegram, electronic mail or other document, or any security
delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties.


 


C.
   May rely on and shall be held harmless by the Corporation in acting upon written or oral instructions
from the Corporation with respect to any matter relating to its acting as Agent.


 


D.
  May consult on documents with counsel satisfactory to it (including counsel for the Corporation)
and shall be held harmless by the Corporation in relying on the advice or opinion of such counsel in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel.


 


E.
   Shall make the final determination as to whether or not a Subscription Certificate
received by Agent is duly, completely and correctly executed in order to qualify for the Rights
Offering and Agent shall be held harmless by the Corporation in respect of any action taken, suffered or omitted by Agent
hereunder in good faith and in accordance with its determination; shall not be obligated to take any legal or other action hereunder
which might, in its judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity
satisfactory to it.


 


F.
   Shall not be liable or responsible for any recital or statement contained in any Offering Document
or any other documents relating thereto.


 


G.
   Shall not be liable or responsible for any failure of the Corporation to comply with any of its
obligations relating to the Offering, including without limitation obligations under applicable regulation or law.


 


This
Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the
Rights Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances
and remuneration to Agent therefore, will be established in a mutual agreement between Agent and the Corporation, which will become
a part of this Agreement.


 


No
later than the business day after the Mailing, the Corporation will provide Agent with a list of talking points dealing with anticipated
questions from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret
tax regulations, will not opine regarding the merits of the Rights
Offering, and will not provide any comments related to any legal proceedings related to the Corporation.


 


5.
  Compensation of the Agent by the Corporation.
The Corporation shall pay fees for the services rendered hereunder, as set forth in the Fee Schedule (attached hereto as Exhibit
A). The Agent shall also be entitled to reimbursement from the Corporation for all reasonable and necessary expenses paid
or incurred by it in connection with the administration by the Agent of its duties hereunder. One half of the total Agent fees
(not including postage) must be paid upon execution of this Agreement. The remaining half must be paid within fifteen (15) business
days thereafter. An invoice for any out-of-pocket and/or per item fees incurred will be rendered to the Corporation and payable
by the Corporation within fifteen (15) days of the date of said invoice, except for invoiced estimated postage, printing and mailing
expenses, which funds must be received five (5) business days prior to the scheduled Mailing date. It is understood and agreed
that all responsibilities and duties of, and services to be performed by, Agent shall cease if full payment for its services has
not been received in accordance with the above schedule, and said services will not commence thereafter until all payment due
has been received by Agent.


 




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6.
  Reminder Mailings. The Corporation agrees that
any follow up mailing program will be coordinated exclusively through Agent, either by Agent or using a vendor that Agent has
previously approved. Agent may conduct follow up mailings through electronic mail, to the extent the email address of the intended
recipient Stockholder has been provided by Corporation to Agent.


 


7.
  Performance. The Agent shall at all times act in
good faith and agrees to use its commercially reasonable efforts within reasonable time limits to insure the accuracy and timeliness
of all services performed under this Agreement.


 


8.
  Indemnification, Limitation of Liability.


 


A.
   The Corporation covenants and agrees
to indemnify and to hold the Agent harmless against any claims, actions, judgments, liabilities, costs, expenses (including
reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become
subject, arising from or out of its duties under this Agreement. Promptly after the receipt by the Agent of notice of any demand
or claim, or the commencement of any action, suit, proceeding or investigation, the Agent shall notify the Corporation thereof
in writing. The Corporation shall be entitled to participate at its own expense in the defense of any such claim or proceeding,
and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such
claim or of any other legal action or proceeding. Agent will not, without the Corporation’s prior consent, settle or compromise
or consent to the entry of any judgment to any pending or threatened Action in respect of which indemnification may be sought
hereunder. For the purposes of this Section 8, the
phrase “any costs, expenses (including reasonable fees of its legal counsel), losses or damages” means any amount
paid or payable to satisfy any claim, demand, action, suit or proceeding settled, and all reasonable costs and expenses, including,
but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such
action, suit, proceeding or investigation.


 


B.
   Agent’s aggregate liability during any term of this Agreement with respect to, arising from,
or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether
in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the Corporation
to Agent as fees and charges, but not including reimbursable expenses.


 


C.
   In the event any question or dispute arises with respect to the proper interpretation of this Agreement
or Agent’s duties hereunder or the rights of the Corporation or of any Stockholders exercising Subscription Rights, Agent
shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has
been judicially settled (and Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or
for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders
and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to Agent and executed by the Corporation and each such stockholder and party. In addition, Agent may
require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders
and all other parties that may have an interest in the settlement.


 


9.
  Further Assurance. From time-to-time and after
the date hereof, the Corporation shall deliver or cause to be delivered to the Agent such further documents and instruments and
shall do and cause to be done such further acts as the Agent shall reasonably request (it being understood that the Agent shall
have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder.


 


10.
  Term. The Corporation may terminate this Agreement
at any time by providing 60 days written notification to the Agent. The Agent may terminate this Agreement by providing the
Corporation 60 days’ written notice, except that Agent may terminate this agreement at any time Corporation has not
paid in full an invoice from the Agent within the time period described in Section 5 herein. Upon the effective date of termination
of this Agreement, all cash and other payments, without interest, and all other property then held by the Agent on behalf of the
holders of Common Stock hereunder shall be delivered by it to such successor agent or as otherwise shall be designated in writing
by the parties hereto. Upon termination of this Agreement, all subscription
documents received and related documentation will be returned to the Corporation.


 




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11.
  Notices. Until further notice in writing by either
party hereto to the other party, all written reports, notices and other communications between the Agent and the Corporation required
or permitted hereunder shall be delivered or mailed by first class mail, postage prepaid, addressed as follows:


 


	If to the Corporation,
    to:	Accelerate
                           Diagnostics, Inc.

        3950
        S. Country Club Road, Suite 470

        Tucson,
        AZ 85714

	 	Attn:
        Chief Financial Officer

        Fax:
        (520) 269-6580

         

	With a copy (which shall not constitute 

notice to
    the Corporation) to:	Snell
        & Wilmer L.L.P.

        One
        Arizona Center

        400
        East Van Buren

        Phoenix,
        AZ 85004

        Attn:
        Daniel M. Mahoney

        Fax:
        (602) 382-6070

         

	If to the Agent, to:	Broadridge
        Corporate Issuer Solutions, Inc.

        1717
        Arch Street, Suite 1300

        Philadelphia,
        PA 19103

        Attn:
        Re-Organization Department



 


12.
  Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of Pennsylvania and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of the parties hereto.


 


13.
  Assignment.


 


A.   
Except as provided in Section 13(B) below, neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the written consent of the other party.


 


B.
   The Agent may, without further consent on the part of the Corporation, subcontract with subcontractors
for systems, processing, telephone and mailing services, and reminder mailing activities, as may be required from time to time;
provided, however, that the Agent shall be fully responsible to the Corporation for the acts and omissions of any subcontractor.


 


C.
    Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed
to give any rights or benefits in this Agreement to anyone other than the Agent and the Corporation and the duties and responsibilities
undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Agent and the Corporation. This Agreement
shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.


 


14.
  Amendment. This Agreement may not be modified,
amended or supplemented without an express written agreement executed by each of the parties hereto.


 


15.
  Counterparts. This Agreement may be executed in
separate counterparts, each of which, when executed and delivered, shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


16.
No Joint Venture. This Agreement does not constitute
an agreement for a partnership or joint venture between the Agent and the Corporation. Neither party shall make any commitments
with third parties that are binding on the other party without the other party’s prior written consent.


 




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17.
Force Majeure. In the event either party is unable
to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure
or damage that is reasonably beyond its control, or other cause that is reasonably beyond its control (except, in the case of
the Agent, for acts of subcontractors), such party shall not be liable for damages to the other for any damages resulting from
such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or
parties are able to perform substantially that party’s duties.


 


18.
  Consequential Damages. Neither party to this Agreement
shall be liable for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any
consequential, indirect, penal, special or incidental damages arising out of any act or failure to act hereunder even if that
party has been advised of or has foreseen the possibility of such damages.


 


19.
  Severability. If any provision of this Agreement
shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired.


 


20.
  Confidentiality. The Agent and the Corporation
agree that all books, records, information and data pertaining to the business of the other party which are received pursuant
to the negotiation or the carrying out of this Agreement, including the fees for services set forth in the attached schedule,
shall remain confidential and shall not be voluntarily disclosed to any other person (except the party’s attorneys and advisors),
except with the written approval of the other party or as may be required by law.


 


21.
  Survival. The provisions of Sections 4, 5,
6, 8, 12, 13, 18, 21 and 22 shall survive any termination
of this agreement.


 


22.
  Merger of Agreement. This Agreement constitutes
the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether
oral or written.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly
authorized, as of the day and year first above written.


 


	BROADRIDGE CORPORATE ISSUER SOLUTIONS,
    INC.	 	ACCELERATE DIAGNOSTICS, INC.
	 	 	 	 
	By:	/s/ John
    Dunn	 	By:	/s/ Steve Reichling
	Name:	John Dunn	 	Name:	Steve Reichling
	Title:	Senior Vice President	 	Title:	Chief Financial Officer


 




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Exhibit
A


 


AGENT FEES
AND INCLUDED SERVICES


 


Subscription
and Information Agent Fee of $7,500.00, plus $10.00 for each line item on Depository Trust Company’s ATOP forms submitted
to Agent.


Plus reasonable
out of pocket expenses, including but not limited to, checks, stop check charges, printing costs, postage (at 1.1 times rate),
wire transfers, excess material disposal, overtime charges at 100% assessed in the event of late delivery of material for Mailing.


 


INCLUDED SERVICES


 


		·	Designating
                                         a corporate action account manager to communicate with all parties hereto and their counsel
                                         to establish the terms, timing and procedures required to carry out Subscription Agent
                                         duties, including document review and execution of legal agreements,
                                         Subscription Certificates
                                         and other Rights Offering documents and communication materials, project management,
                                         and on-going project updates and reporting.



 


		·	Designating
                                         an Information Agent account manager to review and become familiar with all Offer
                                         Documents and provide expert assistance to holders of Common Stock related to
                                         matters concerning the Rights
                                         Offering.



 


		·	Preparing
                                         labels that include name, address for the mailing of
                                         Offering Documents.



 


		·	Collating
                                         and assembling Offering
                                         Documents and envelopes for mailing.



 


		·	Addressing
                                         and enclosing Offering
                                         Documents and return envelopes, for one-time, one-day mailing to holders of Common
                                         Stock.



 


		·	Receiving,
                                         opening and logging in returned Subscription
                                         Certificates.



 


		·	Checking
                                         Subscription Certificates
                                         for validity against master list.



 


		·	Checking
                                         for proper execution of all of
                                         Subscription Certificates and other documents necessary to effect a proper exercise of
                                         Subscription Rights, including W-9s
                                         (if applicable).



 


		·	Curing
                                         defective subscriptions,
                                         including telephoning and writing holders of Common Stock in connection with unsigned
                                         or improperly executed Subscription
                                         Certificates and other Offering Documents.



 


		·	Soliciting
                                         by mail W-9s from holders of Common Stock who have not executed them or whose TINs do
                                         not match our records.



 


		·	Tracking
                                         and reporting as required the number of shares
                                         of Common Stock to which stockholders have subscribed.



 


		·	Sealing,
                                         addressing, posting (not including postage), and providing envelopes for mailing to holders
                                         of Common Stock.



 


		·	Providing
                                         stockholder relations
                                         services to all holders of Common Stock related to the Rights
                                         Offering, including phone, email, and regular mail inquiries.



 




    	 



    	 



    

 


NON-INCLUDED
SERVICES


 


		·	Services
                                         associated with new duties, legislation or regulations which become effective after the
                                         date of this Agreement (these will be provided on an appraisal basis).



 


		·	Reasonable
                                         legal review fees if referred to outside counsel. Broadridge agrees to consult with the
                                         Corporation prior to referring any work to outside counsel.



 


		·	Overtime
                                         charges at 100% assessed in the event of late delivery of material for mailings, unless
                                         the target mail date is rescheduled.



 


		·	Post-Offer
                                         clean up.



 


		·	Dedicated
                                         Toll Free 800 Number.