Exhibit 10.3 


 


Form of Exchange Agreement


 


[ ], 202[1]


 


Accelerate Diagnostics, Inc.


 


2.50% Convertible Senior Notes due 2023


 


The undersigned investor (the “Investor”), for itself
and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual
and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”),
hereby agrees to exchange, with Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), certain 2.50%
Convertible Senior Notes due 2023, CUSIP 00430H AB8 (the “Notes”) for shares (“Shares”) of the Company’s
common stock, $0.001 par value per share (the “Common Stock”), pursuant to this exchange agreement (this “Agreement”).
The Investor understands that the exchange (the “Exchange”) is being made without registration of the offer or sale
of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state
of the United States or of any other jurisdiction in a private placement pursuant to the exemption from registration provided by Section
4(a)(2) of the Securities Act and that each Exchanging Investor participating in the Exchange is required to be an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act [that is also a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act]. Capitalized terms used but not defined in this Agreement
have the respective meanings set forth in the indenture, dated as of March 27, 2018 (the “Indenture”), between the
Company and U.S. Bank National Association, as trustee (the “Trustee”) relating to the Notes.


 


1.                  
Exchange. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions
herein set forth, the Investor hereby agrees to exchange for itself and on behalf of the Exchanging Investors, an aggregate principal
amount of the Notes set forth on Exhibit A hereto (the “Exchanged Notes”) for [the aggregate number of Shares
set forth on Exhibit A hereto (the “Exchange Consideration”).] [:


 


(a)               
a number of Shares per $1,000 principal amount of such Exchanged Notes equal to [ ]; plus


 


(b)               
an additional number of Shares per $1,000 principal amount of such Exchanged Notes equal to the sum, for each of the Trading Days
(as defined below) in the Reference Period (as defined below), of the quotient of (i) $[ ] divided by (ii) the Daily VWAP (as defined
below) for such Trading Day (the aggregate number of Shares under clause (a) and (b), the “Exchange Consideration”);


 


in each case, as adjusted in good faith
by the Company for the following events occurring on or after the date hereof and prior to the Closing Date: any stock dividend, stock
split, stock combination, reclassification and/or any transaction for which the Conversion Price (as
defined in the Indenture) of the Notes would be adjusted pursuant to the Indenture; provided that the number of Shares to
be exchanged for the Exchanged Notes shall be rounded down to the nearest whole share for each Exchanging Investor. The Company shall
use its reasonable best efforts to provide a copy of its calculation of the incremental amount of Shares to be included in the Exchange
Consideration for each Trading Day pursuant to Section 1(b) no later than 5:00 pm (prevailing Eastern Time) on the next succeeding
Business Day (as defined below).


 






    1


     


    

 


Notwithstanding the foregoing, in no event
shall the number of shares of Common Stock issuable under this Agreement and in exchange for other Notes pursuant to any other exchange
agreement entered into on or about the date of this Agreement (the “Other Exchange Agreements”) between the Company
and holders of such other Notes with respect to the exchange of Notes for Common Stock exceed 19.9% of the Company’s issued and
outstanding Common Stock on the date hereof (the “Threshold”).  If such aggregate amount of shares of Common Stock
were to exceed the Threshold, (i) the number of shares of Common Stock to be issued under this Agreement shall be reduced by any such
excess and (ii) the amount of Exchanged Notes shall be reduced in proportion to the reduction in the number of shares of Common Stock
to be issued pursuant to (i) of this paragraph (for example, if the amount of Common Stock that would have been issued but for the Threshold
was 1,000,000 shares, but the Threshold caused a reduction in the share issuance to be 800,000 shares, the amount of Exchanged Notes exchanged
hereunder would be reduced by 20% in terms of principal face amount). Any Notes not exchanged as provided in the preceding sentence shall
not be considered Exchanged Notes, shall not be exchanged hereunder and shall be returned to the Investor.


 


“Daily
VWAP” means, for each Trading Day (as defined below) in the Reference Period (as defined below), the per share volume-weighted
average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “AXDX <equity>
AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until
the scheduled close of trading of the primary trading session on such Trading Day, and excluding trades greater than 20,000 shares as
determined by inputting 20,000 in the upper parameter of the Vol Filter (or if such volume-weighted average price is unavailable, the
Last Reported Sale Price on such day). The “Daily VWAP” shall be determined without regard to after-hours trading or
any other trading outside of the regular trading session trading hours.


 


“Last
Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask
prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the
Common Stock is traded. 


 


“Market
Disruption Event” means (a) a failure by the primary U.S. national or regional securities exchange or market on which the
Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence
prior to 1:00 p.m., New York City time, on any Scheduled Trading Day (as defined in the Indenture) for the Common Stock for more than
one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements
in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures
contracts relating to the Common Stock.


 


“Reference Period”
means the period of [ ] consecutive Trading Days commencing on the first Trading Day following the date hereof.


 


“Trading
Day” means a day on which (a) there is no Market Disruption Event and (b) trading in the Common Stock generally occurs
on The Nasdaq Capital Market (the “Securities Exchange”) or, if the Common Stock is not then listed on the Securities
Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common
Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock
is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day”
means a Business Day.]1


 






    2


     


    

 


“Business Day” means
any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive
order to close or be closed.


 


For the avoidance of doubt, no cash will be paid to any Exchanging
Investor in respect of any accrued and unpaid interest on the Exchanged Notes.


 


The Investor agrees that it and any Exchanging Investor shall not deliver
a Notice of Conversion or Fundamental Change Repurchase Notice with respect to any Exchanged Notes and the Investor and each Exchanging
Investor shall hold the Exchanged Notes until the Closing (as defined below). In consideration for the performance of their obligations
hereunder (including as described in the immediately preceding sentence), the Company agrees to deliver the Exchange Consideration on
the Closing Date (as defined below) to each Exchanging Investor in exchange for its Exchanged Notes.


 


The Exchange
shall occur in accordance with the procedures set forth in Exhibit B.2 hereto (the “Exchange Procedures”); provided
that each of the Company and the Investor acknowledges that the delivery of the Shares to any Exchanging Investor may be delayed due to
procedures and mechanics within the system of The Depository Trust Company (“DTC”) or other events beyond the Company’s
control and that such a delay will not be a default under this Agreement so long as (i) the Company is using its reasonable best efforts
to effect the issuance of the Shares and any such delay does not exceed five (5) Business Days after the Closing Date (provided
that if such time limit is exceeded, the Investor may terminate this agreement by written notice to the Company), or (ii) such delay arises
due to a failure by Investor to deliver settlement instructions in accordance with Section 3(s); provided, further, that
no delivery of Shares will be made until the Exchanged Notes have been properly submitted for exchange in accordance with the Exchange
Procedures and no accrued interest will be payable by reason of any delay in making such delivery.


 


The
closing of the Exchange (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00
a.m., New York City time, on [ ], 202[1] (the “Closing Date”), or at such other time and place as the Company
and the Investor may mutually agree. On the Closing Date, subject to satisfaction of the conditions precedent specified herein and the
prior receipt by the Company from the Investor of the Exchanged Notes, the Company shall deliver the Shares to the DTC account specified
by the Investor for each relevant Exchanging Investor in Exhibit B.1. All questions as to the validity and acceptance of the Exchanged
Notes and the Exchange Consideration will be determined by the Company, in its reasonable discretion, which determination shall be final
and binding. Subject to the terms and conditions of this Agreement and on and after the Closing, the Investor hereby, for itself and on
behalf of its Accounts, (a) waives any and all other rights with respect to such Exchanged Notes and (b) releases and discharges the Company
from any and all claims the undersigned and its Accounts may now have, or may have in the future, arising out of, or related to, such
Exchanged Notes.


 


2.                  
Representations and Warranties and Covenants of the Company. As of the date hereof and the Closing Date, the Company represents
and warrants to, and covenants with, the Exchanging Investors that (and all such covenants, representations and warranties shall survive
the Closing):


 


(a)                  
The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws
of their respective jurisdictions of organization (to the extent such concepts or analog concepts are applicable under such laws of any
non-U.S. jurisdiction where any subsidiary of the Company is organized), are duly qualified to do business and are in good standing in
each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such
qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in
which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position,
stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance
by the Company of its obligations under this Agreement (a “Material Adverse Effect”). The Company has the power, authority
and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated
hereby. No consent, approval, order or authorization of, or registration, declaration or filing with any governmental entity is required
on the part of the Company or any of its subsidiaries in connection with the execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the Exchange, except as may be required under any applicable state securities laws or
that may be made or obtained after the Closing without penalty.


 





 






1 Include
in lieu of preceding bracketed clause as applicable


 






    3


     


    

 


(b)                  
This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, re-organization, moratorium or similar laws affecting or relating to enforcement of creditors’
rights generally or by equitable principles relating to enforceability, including principles of equity, commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity) (collectively, the “Enforceability
Exceptions”).


 


(c)                  
This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the
charter or bylaws of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its
assets or subsidiaries are bound, or (iii) assuming the truth and accuracy of the representations and warranties and compliance with the
covenants of the Investor and each Exchanging Investor herein, any laws, regulations or governmental or judicial decrees, injunctions
or orders applicable to the Company and its subsidiaries, except in the case of clauses (ii) or (iii), where such violations, conflicts,
breaches or defaults as would not, individually or in the aggregate, materially and adversely affect the financial position, results of
operations or prospects of the Company and its subsidiaries taken as a whole, or materially impair the ability of the Company to consummate
the transactions contemplated by this Agreement.


 


(d)                  
When issued, delivered and paid for in the manner set forth in this Agreement, the Shares will (i) be validly issued, fully paid
and non-assessable, (ii) be free and clear of any Liens (as defined in Section 3(c) below), option, equity or other adverse claim thereto,
including claims or rights under any voting trust agreements, shareholder agreements or other agreements to which the Company is a party,
and (iii) will not be subject to any preemptive, participation, rights of first refusal or other similar rights under the General Corporation
Law of the State of Delaware or any agreement to which the Company is a party (other than any such rights that will be waived prior to
the Closing). Assuming the accuracy of the Investor’s and each Exchanging Investor’s representations and warranties hereunder,
the Shares (a) will be issued in the Exchange in reliance on the exemption from the registration requirements of the Securities Act pursuant
to 4(a)(2) of the Securities Act, [(b) will be issued in CUSIP No. 00430H102, and (c) will be issued in compliance with all applicable
securities laws, and at the Closing, be free of any restrictive legend and any restrictions on transfer under Rule 144 promulgated under
the Securities Act] [and (b) will be issued in certificated form containing the restrictive legend as set forth in Section 3(z)]2.


 






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(e)                  
The execution of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby does
not require the consent, approval, authorization, order, registration or qualification of, or filing with, any governmental authority,
non-governmental regulatory authorities (including Nasdaq, other than the filing with Nasdaq of a Listing of Additional Shares Notification
Form, which the Company will so file prior to the issuance of Shares on the Closing Date to the extent required), except as may be
required under any state or federal securities laws or that may be made or obtained after the Closing without penalty.


 


(f)                   
From January 1, 202[1] to the date of this Agreement, the Company has timely filed all reports, schedules, forms, proxy statements,
statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or timely filed
notifications of late filings for any of the foregoing (all of the foregoing filed prior to the date hereof and all exhibits and appendices
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter
referred to as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC
Documents complied in all material respects with applicable accounting requirements of Regulations S-X and have been prepared in accordance
with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company
as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).


 


(g)                  
Without the prior written consent of the Investor (unless such disclosure is required by applicable law, rule, regulation or legal
process based on advice of counsel), the Company shall not disclose (i) the name of the Investor or any Exchanging Investor in any filing
or announcement or (ii) any information regarding the Investor’s holdings of securities of the Company or transactions in any securities
of the Company at one of its prime brokers to any of the Investor’s other prime brokers or to any other person (other than the Company’s
counsel, agents or representatives).


 


(h)                  
There is no action, lawsuit, arbitration, claim or proceeding pending or, to the knowledge of the Company, threatened, against
the Company that would reasonably be expected to impede the consummation of the Exchange.


 





 



2 Include in lieu of preceding
bracketed clause for an Exchanging Investor receiving legended Shares.


 






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(i)                   
The Company agrees that it shall, upon request, execute and deliver any additional documents deemed by the Trustee to be reasonably
necessary to complete the Exchange.


 


(j)                   
The Company hereby agrees to publicly disclose on or before 8:30 a.m., New York City time, on the first Business Day after the
date hereof (the “Disclosure Time”), the exchange of the Exchanged Notes as contemplated by this Agreement in a press
release or a Current Report on Form 8-K. The Company hereby acknowledges and agrees that any such press release or Current Report on Form
8-K will disclose all confidential information communicated by the Company to the Investor or any Exchanging Investor in connection with
the Exchange to the extent the Company believes such confidential information constitutes material non-public information, if any, with
respect to the Exchange or otherwise. The Company agrees that any confidentiality or other obligations undertaken by the Investor under
the wall cross email between the Investor and the Placement Agent (defined below) or any other agreement between the Company (and/or any
of its representatives) and the Investor shall terminate at the Disclosure Time or when the Company issues the press release or Current
Report on Form 8-K referenced above (whichever is earlier).


 


(k)                  
The Company understands that the Investor and each Exchanging Investor and others will rely upon the truth and accuracy of the
foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made
by it are no longer accurate, the Company shall promptly notify the Investor and each Exchanging Investor prior to the Closing. The Company
understands that, unless the Company notifies the Investor and each Exchanging Investor in writing to the contrary before the Closing,
each of the Company’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed
as of the Closing.


 


3.                  
Representations and Warranties and Covenants of the Investor. As of the date hereof and as of the Closing Date (except as
otherwise set forth below), the Investor hereby, for itself and on behalf of the Exchanging Investors, represents and warrants to, and
covenants with, the Company that (and all such covenants, representations and warranties shall survive the Closing):


 


(a)                  
The Investor and each Exchanging Investor is a corporation, limited partnership, limited liability company or other entity, as
the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.


 


(b)                  
The Investor has all requisite corporate (or other applicable entity) power and authority to execute and deliver this Agreement
for itself and on behalf of the Exchanging Investors and to carry out and perform its obligations under the terms hereof and the transactions
contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Investor and constitutes the legal, valid
and binding obligation of the Investor and each Exchanging Investor, enforceable in accordance with its terms, subject to the Enforceability
Exceptions. If the Investor is executing this Agreement on behalf of an Account, (i) the Investor has all requisite discretionary and
contractual authority to enter into this Agreement on behalf of, and, bind, each Account, and (ii) Exhibit A attached to this Agreement
contains a true, correct and complete list of (A) the name of each Account and (B) the principal amount of each Account’s Exchanged
Notes, as applicable.


 


(c)                  
Each of the Exchanging Investors is the current sole beneficial owner, and as of the Closing will be the sole legal and beneficial
owner, of the Exchanged Notes set forth on Exhibit A attached to this Agreement. When the Exchanged Notes are exchanged, the Company
will acquire good, marketable and unencumbered title thereto, free and clear of all liens, mortgages, pledges, security interests, restrictions,
charges, encumbrances or adverse claims, rights or proxies of any kind (“Liens”). None of the Exchanging Investors
has, nor prior to the Closing, will have, in whole or in part, other than pledges or security interests that an Exchanging Investor may
have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, (x) assigned, transferred,
hypothecated, pledged, exchanged, submitted for conversion pursuant to the Indenture or otherwise disposed of any of its Exchanged Notes
(other than to the Company pursuant hereto), or (y) given any person or entity any transfer order, power of attorney or other authority
of any nature whatsoever with respect to its Exchanged Notes.


 






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(d)                  
The execution, delivery and performance of this Agreement by the Investor and compliance by the Investor and each Exchanging Investor
with all provisions hereof and the consummation of the transactions contemplated hereby, including the Exchange, will not (i) require
any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except as may
be required under the securities or Blue Sky laws of the various states), (ii) constitute a breach or violation of any of the terms or
provisions of, or result in a default under, (x) the organizational documents of any of the Investor or any Exchanging Investor or (y)
any material indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Investor or any of the Exchanging
Investors is a party or by which such Investor or Exchanging Investor is bound, or (iii) violate or conflict with any applicable law or
any rule, regulation, judgment, decision, order or decree of any court or any governmental body or agency having jurisdiction over the
Investor or any of the Exchanging Investors, except in the case of clauses (ii)(y) or (iii), where such violations, conflicts, breaches
or defaults would not, individually or in the aggregate, materially impair the ability of the Investor or any Exchanging Investor to perform
its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.


 


(e)                  
The Investor and each Exchanging Investor will comply with all applicable laws and regulations in effect necessary for each Exchanging
Investor to consummate the transactions contemplated hereby and obtain any consent, approval or permission required for the transactions
contemplated hereby and the laws and regulations of any jurisdiction to which the Investor and each such Exchanging Investor is subject,
and the Company shall have no responsibility therefor.


 


(f)                   
The Investor and each Exchanging Investor acknowledges that no person has been authorized to give any information or to make any
representation or warranty concerning the Company or the Exchange other than the information set forth herein in connection with the Investor’s
and each Exchanging Investor’s examination of the Company and the terms of the Exchange and the Shares, and the Company does not
take, and J. Wood Capital Advisors LLC (the “Placement Agent”) does not take any responsibility for, and neither the
Company nor the Placement Agent can provide any assurance as to the reliability of, any other information that others may provide to the
Investor or any Exchanging Investor.


 


(g)                  
The Investor and each Exchanging Investor has such knowledge, skill and experience in business, financial and investment matters
so that it is capable of evaluating the merits and risks with respect to the Exchange and an investment in the Shares. With the assistance
of the Investor’s and each Exchanging Investor’s own professional advisors, to the extent that the Investor and Exchanging
Investor has deemed appropriate, such Exchanging Investor has made its own legal, tax, accounting and financial evaluation of the merits
and risks of an investment in the Shares and the consequences of the Exchange and this Agreement and the Investor and Exchanging Investor
has made its own independent decision that the investment in the Shares is suitable and appropriate for the Investor and Exchanging Investor.
The Investor and each Exchanging Investor has considered the suitability of the Shares as an investment in light of the Investor and such
Exchanging Investor’s circumstances and financial condition and is able to bear the risks associated with an investment in the Shares.


 






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(h)                  
The Investor confirms that it and each Exchanging Investor is not relying on any communication (written or oral) of the Company,
the Placement Agent or any of their respective affiliates or representatives as investment advice or as a recommendation to acquire the
Shares in the Exchange. It is understood that information provided by the Company, the Placement Agent or any of their respective affiliates
and representatives shall not be considered investment advice or a recommendation to participate in the Exchange, and that none of the
Company, the Placement Agent or any of their respective affiliates or representatives is acting or has acted as an advisor to the Investor
or any Exchanging Investor in deciding to participate in the Exchange.


 


(i)                   
The Investor confirms that the Company has not (i) given the Investor or any Exchanging Investor any guarantee, representation
or warranty as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise)
of an investment in the Shares or (ii) except as provided in Section 2(a)-(d), made any representation or warranty to the Investor or
any Exchanging Investor regarding the legality of an investment in the Shares under applicable legal investment or similar laws or regulations.
The Investor confirms that it and each Exchanging Investor is not relying and has not relied, upon any statement, advice (whether accounting,
tax, financial legal or other), representation or warranty by the Company or any of its affiliates or representatives, including, without
limitation, the Placement Agent, except for the representations and warranties made by the Company in this Exchange Agreement, and that
the Investor has made its own independent decision that the investment in the Shares is suitable and appropriate for the Investor and
the Exchanging Investors.


 


(j)                   
The Investor and each Exchanging Investor is familiar with the business and financial condition and operations of the Company,
and the Investor and each Exchanging Investor has had the opportunity to conduct its own investigation of the Company and the Shares.
The Investor and each Exchanging Investor has had access to the SEC filings of the Company and such other information concerning the Company
and the Shares as it deems necessary to enable it to make an informed investment decision concerning the Exchange. The Investor and each
Exchanging Investor has been offered the opportunity to ask such questions of the Company and its representatives and received answers
thereto, as it deems necessary to enable it to make an informed investment decision concerning the Exchange.


 


(k)                  
Each Exchanging Investor is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act [and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act]. The Investor
agrees to furnish any additional information regarding the Investor or any Exchanging Investor reasonably requested by the Company or
any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Exchange.


 


(l)                   
The Investor and each Exchanging Investor is not, and has not been during the consecutive three month
period preceding the date hereof and as of the Closing, will not be, a director, officer or “affiliate” within the meaning
of Rule 144 promulgated under the Securities Act (an “Affiliate”) of the Company. During the preceding twelve (12)
months, no Exchanging Investor acquired any of the Exchanged Notes, directly or indirectly, from
any person known by the Investor to be an Affiliate of the Company.


 






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(m)                
Neither the Investor nor any Exchanging Investor is directly, or indirectly through one or more intermediaries, controlling or
controlled by, or under direct or indirect common control with, the Company.


 


(n)                  
Each Exchanging Investor is acquiring the Shares solely for its own beneficial account, for investment purposes, and not with a
view to, or for resale in connection with, any distribution of the Shares (except as permitted by Rule 144). The Investor and each Exchanging
Investor understands that the offer and sale of the Shares have not been registered under the Securities Act or any state securities laws
and are being issued without registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act, which exemption
depends in part upon the investment intent of the Exchanging Investors and the accuracy of the other representations and warranties made
by the Investor or behalf of the Exchanging Investors in this Agreement. The Investor and the Exchanging Investors understand that the
Company is relying upon the representations, warranties and agreements contained in this Agreement (and any supplemental information provided
to the Company by the Investor or the Exchanging Investors) for the purpose of determining whether this transaction meets the requirements
for such exemption(s) [and to issue the Shares without legends as set forth herein].


 


(o)                  
The Investor acknowledges that the terms of the Exchange have been mutually negotiated between the Investor and the Company. The
Investor was given a meaningful opportunity to negotiate the terms of the Exchange.


 


(p)                  
The Investor acknowledges that it and each Exchanging Investor had a sufficient amount of time to consider whether to participate
in the Exchange and that neither the Company nor the Placement Agent has placed any pressure on the Investor or any Exchanging Investor
to respond to the opportunity to participate in the Exchange. The Investor acknowledges that neither it nor any Exchanging Investor become
aware of the Exchange through any form of general solicitation or advertising within the meaning of Rule 502 under the Securities Act
or otherwise through a “public offering” under Section 4(a)(2) of the Securities Act.


 


(q)                  
The Investor acknowledges it and each Exchanging Investor understands that the Company intends to pay the Placement Agent a fee
in respect of the Exchange.


 


(r)                   
The Investor will, upon request, execute and deliver, for itself and on behalf of any Exchanging Investor, any additional documents
deemed by the Company and the Trustee or the transfer agent to be reasonably necessary to complete the transactions contemplated by this
Agreement.


 


(s)                   
No later than one (1) Business Day after the date hereof, the Investor agrees to deliver
to the Company settlement instructions substantially in the form of Exhibit B.1 attached to this Agreement for each of the Exchanging
Investors.


 


(t)                   
The Investor acknowledges and agrees that it and each Exchanging Investor has not disclosed, and will not disclose, to any third
party any information regarding the Exchange, and has not transacted, and will not transact in any securities of the Company, including,
but not limited to, any hedging transactions, from the time the Investor accepted the terms of the wall cross email sent by the Placement
Agent with respect to the transactions contemplated by this Agreement until the Disclosure Time. Solely for purposes of this Section ‎3(t),
subject to the Investor’s and each Exchanging Investor’s compliance with their respective obligations under the U.S. federal
securities laws and the Investor’s and the Exchanging Investor’s respective internal policies, (a) “Investor”
and “Exchanging Investor” shall not be deemed to include any employees, subsidiaries, desks, groups or Affiliates of the Investor
or the applicable Exchanging Investors that are effectively walled off by appropriate “Fire Wall” information barriers approved
by the Investor’s or such Exchanging Investor’s respective legal or compliance department (and thus such walled off parties
have not been privy to any information concerning the Exchange), and (b) the foregoing representations, warranties and covenants of this
Section ‎3(t) shall not apply to any transaction by or on behalf of any account or investor that was effected without the advice or
participation of, or such account’s or investor’s receipt of information regarding the Exchange provided by, the Investor
or any Exchanging Investor.


 






    9


     


    

 


(u)                  
The Investor and each Exchanging Investor understands that the Company, the Placement Agent and others will rely upon the truth
and accuracy of the foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed
to have been made by it or the Exchanging Investors are no longer accurate, the Investor shall promptly notify the Company and the Placement
Agent prior to the Closing. The Investor understands that, unless the Investor notifies the Company in writing to the contrary before
the Closing, each of the Investor’s and Exchanging Investors’ representations and warranties contained in this Agreement will
be deemed to have been reaffirmed and confirmed as of the Closing. If the Investor is exchanging any Exchanged Notes and acquiring the
Shares as a fiduciary or agent for one or more accounts (including for purposes of this Section 3(u), the Accounts which are Exchanging
Investors), it represents that (i) it has sole investment discretion with respect to each such account, (ii) it has full power to make
the foregoing representations, warranties and covenants on behalf of such account and (iii) it has contractual authority with respect
to each such account.


 


(v)                  
The Investor and each Exchanging Investor acknowledges and the Investor agrees that the Placement Agent has not acted as a financial
advisor or fiduciary to the Investor or any Exchanging Investor and that the Placement Agent and its directors, officers, employees, representatives
and controlling persons have no responsibility for making, and have not made, any independent investigation of the information contained
herein or in the Company’s SEC filings and make no representation or warranty to the Investor or any Exchanging Investor, express
or implied, with respect to the Company, the Exchanged Notes or the Shares or the accuracy, completeness or adequacy of the information
provided to the Investor or any Exchanging Investor or any other publicly available information, nor shall any of the foregoing persons
be liable for any loss or damages of any kind resulting from the use of the information contained therein or otherwise supplied to the
Investor or any Exchanging Investor.


 


(w)                
The Investor and each Exchanging Investor acknowledges and understands that at the time of the Closing, the Company may be in possession
of material non-public information not known to the Investor or any Exchanging Investor that may impact the value of the Notes, including
the Exchanged Notes, and the Shares (“Information”) that the Company has not disclosed to the Investor or any Exchanging
Investor. The Investor and each Exchanging Investor acknowledges that they have not relied upon the non-disclosure of any such Information
for purposes of making their decision to participate in the Exchange. The Investor and each Exchanging Investor understands, based on
its experience, the disadvantage to which the Investor and each Exchanging Investor is subject due to the disparity of information between
the Company, on the one hand, and the Investor and each Exchanging Investor, on the other hand. Notwithstanding this, the Investor and
each Exchanging Investor has deemed it appropriate to participate in the Exchange. The Investor agrees that the Company and its directors,
officers, employees, agents, stockholders and affiliates shall have no liability to the Investor or any Exchanging Investor or their respective
beneficiaries whatsoever due to or in connection with the Company’s use or non-disclosure of the Information or otherwise as a result
of the Exchange, and the Investor hereby irrevocably waives any claim that it or any Exchanging Investor might have based on the failure
of the Company to disclose the Information.


 






    10


     


    

 


(x)                  
The Investor and each Exchanging Investor understands that no federal, state, local or foreign agency has passed upon the merits
or risks of an investment in the Shares or made any finding or determination concerning the fairness or advisability of this investment.


 


(y)                  
The Investor and each Exchanging Investor is a resident of the jurisdiction set forth on Exhibit B.1 attached to this Agreement.


 


(z)                  
[The Exchanging Investor covenants that the Shares may be disposed of only pursuant to an effective registration statement under,
and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, and in compliance with any applicable U.S. state and federal securities laws.
In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company or (iii)
pursuant to Rule 144 (provided that the Exchanging Investor provides the Company with reasonable assurances (in the form of seller and,
if applicable, broker representation letters) that the securities may be sold pursuant to such rule), the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form
and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act. The Exchanging Investor further acknowledges that the certificate(s) evidencing the
Shares will contain the legend in substantially the following form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, OR OTHERWISE DISPOSED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.]3


 


4.                  
Conditions to Obligations of the Investor and the Company. The obligations of the Investor and the Exchanging Investors
and of the Company under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions precedent:
(a) the representations and warranties of the Company contained in Section ‎2 hereof (with respect to the Investor and Exchanging
Investors) and of the Investor contained in Section ‎3 hereof (with respect to the Company) shall be true and correct as of
the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing and (b)
no provision of any applicable law or any judgment, ruling, order, writ, injunction, award or decree of any governmental authority shall
be in effect prohibiting or making illegal the consummation of the transactions contemplated by this Agreement.


 





 



3 Include for an Exchanging Investor
receiving legended Shares.


 






    11


     


    

 


5.                  
Waiver, Amendment. Neither this Agreement nor any provisions hereof or thereof shall be modified, changed or discharged,
except by an instrument in writing, signed by the Company and the Investor.


 


6.                  
Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by either the Company or the Investor without the prior written consent of the other.


 


7.                  
Waiver of Jury Trial. EACH OF THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


8.                  
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to such state’s rules concerning conflicts of laws that might provide for any other choice of law.


 


9.                  
Submission to Jurisdiction. Each of the Company and the Investor: (a) agrees that any legal suit, action or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the courts of the State
of New York located in the City and County of New York or in the United States District Court for the Southern District of New York; (b)
waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding; and (c) irrevocably consents
to the jurisdiction of the aforesaid courts in any such suit, action or proceeding. Each of the Company and the Investor agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.


 


10.               
Venue. Each of the Company and the Investor irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in Section ‎9. Each of the Company and the Investor irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


11.                
Service of Process. Each of the Company and the Investor irrevocably consents to service of process in the manner provided
for notices in Section ‎12. Nothing in this Agreement will affect the right of the Company or the Investor to serve process in any
other manner permitted by law.


 






    12


     


    

 


12.               
Notices. All notices and other communications to the Company provided for herein shall be in writing and shall be deemed
to have been duly given if delivered personally, sent by prepaid overnight courier (providing written proof of delivery) or sent by confirmed
facsimile transmission or electronic mail and will be deemed given on the date so delivered (or, if such day is not a Business
Day, on the first subsequent Business Day) to the following addresses, or in the case
of the Investor, the address provided on Exhibit B.1 attached to this Agreement (or such other address as the Company or the Investor
shall have specified by notice in writing to the other):


 


If to the Company:


 


Accelerate Diagnostics, Inc.


3950 South Country Club Road, Suite 470


Tucson, AZ 85714


Attention: General Counsel


Email:
Legal@axdx.com


 


with a copy to (which shall not constitute notice):  


 


Snell & Wilmer L.L.P.


400 East Van Buren Street


Phoenix, AZ 85004


Attention: Dan Mahoney


Email:
DMahoney@swlaw.com  



 


13.              
Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Company, the Investor
and the Exchanging Investors and their respective heirs, legal representatives, successors and assigns. This Agreement constitutes the
entire agreement between the Company and the Investor with respect to the subject matters hereof. This Agreement may be executed by one
or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy,
email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Counterparts
may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


14.              
Notification of Changes. After the date of this Agreement, each of the Company and the Investor hereby covenants and agrees
to notify the other upon the occurrence of any event prior to the Closing of the Exchange pursuant to this Agreement that would cause
any representation, warranty or covenant of the Company or the Investor, as the case may be, contained in this Agreement to be false or
incorrect.


 


15.              
Reliance by the Placement Agent. The Placement Agent may rely on each representation and warranty of the Company and the
Investor made herein or pursuant to the terms hereof with the same force and effect as if such representation or warranty were made directly
to the Placement Agent. The Placement Agent shall be a third-party beneficiary of this Agreement to the extent provided in this Section
‎15.


 


16.              
Severability. If any term or provision of this Agreement (in whole or in part) is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate
or render unenforceable such term or provision in any other jurisdiction.


 


17.              
Survival. The representations and warranties of the Company and the Investor contained in this Agreement or made by or on
behalf of the Exchanging Investors pursuant to this Agreement shall survive the consummation of the transactions contemplated hereby.


 






    13


     


    

 


18.              
Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement
of the Company and the Investor in writing or (b) by either the Company or the Investor if the conditions to such party’s obligations
set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Closing has not occurred
on or before [ ], 202[1] without liability of either the Company or the Investor or the Exchanging Investors, as the case may be; provided
that neither the Company nor the Investor shall be released from liability hereunder if this Agreement is terminated and the transactions
abandoned by reason of the failure of the Company or the Investor or the Exchanging Investors, as the case may be to have performed its
obligations hereunder. Except as provided above, if this Agreement is terminated and the transactions contemplated hereby are not concluded
as described above, this Agreement will become void and of no further force and effect.


 


19.              
Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax
purposes, either (i) the Company must be provided with a correct taxpayer identification number (“TIN,” generally a
person’s social security or federal employer identification number) and certain other information on a properly completed and executed
Internal Revenue Service (“IRS”) Form W-9, or (ii) another basis for exemption from backup withholding must be established.
The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes,
the Company must be provided with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required
attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor’s foreign status and certain other
information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue
Code of 1986, as amended (the “Code”). The Investor further acknowledges that any Exchanging Investor may be subject
to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such
Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit
C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable
pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts
are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the
Exchanging Investor to whom such amounts otherwise would have been paid.


 


20.              
Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 






    14


     


    

 


	 	Very truly yours,
	 	 
	 	Accelerate Diagnostics, Inc.
       
	 	 
	 	 
	 	By	           
	 	Name:
	 	Title:




 






    15


     


    

 






Please confirm that the foregoing correctly sets
forth the agreement between the Company and the Investor by signing in the space provided below for that purpose.


	 	 
	 	AGREED AND ACCEPTED:
	 	 
	 	 
	 	Investor:
	 	[ ]
	 	in its capacity as described in the first paragraph hereof
	 	 
	 	By	          
	 	Name:
	 	Title:





 






    16


     


    

 


Exchanging Investor Information


 


	Exchanging Investor	Aggregate Principal Amount of Exchanged Notes	[Aggregate Number of Shares]4
	 	 	 


 





 



4 Include column as
applicable.


 






    A-1


     


    

 


EXHIBIT B.1


 


	Exchanging Investor:	 
		 
	 	 




 


	Exchanging Investor Address:	 
	 	 
	 	 
	 	 




 


Telephone:


 


	Country of Residence:	 
	 	 




 


	Taxpayer Identification Number:	 
	 	 




 


Account
for Notes currently held through DTC:


 


DTC Participant Number


DTC Participant Name:


DTC Participant Phone Number:


DTC Participant Contact Email:


FFC Account #:


Account # at Bank/Broker:


 


Mailing
address for certificated Shares (if different from address above):


 





	 	 
	 	 
	 	 



 






    B.1-1


     


    

 


EXHIBIT B.2


 


Exchange Procedures


 


[INTENTIONALLY OMITTED]


 






    B.2-1


     


    

 


EXHIBIT C


 


Under
U.S. federal income tax law, a holder who exchanges Notes for Shares generally must provide such holder’s correct TIN on a properly
completed and executed IRS Form W-9 (available from the Company or at www.irs.gov/pub/irs-pdf/fw9.pdf)
or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual holder’s social security
number or a holder’s employer identification number. If the correct TIN is not provided, the holder may be subject to a $50 penalty
imposed under Section 6723 of the Code. In addition, certain payments made to holders may be subject to U.S. backup withholding (currently
set at 24% of the payment). If a holder is required to provide a TIN but does not have a TIN, the holder should consult its tax advisor
regarding how to obtain a TIN. Certain holders (including corporations and non-U.S. holders) are not subject to these backup withholding
and reporting requirements. 


 


A non-U.S. holder (i) will be subject to 30% U.S. federal withholding
unless such holder establishes an exemption from, or a reduced rate of, such withholding, and (ii) must establish its status as an exempt
recipient from backup withholding and can do so by submitting a properly completed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY
(and all required attachments), or other applicable IRS Form W-8 (available from the Company or at www.irs.gov), signed, under penalties
of perjury, attesting to such holder’s exempt foreign status. This form also may establish an exemption from withholding under
Section 1471 through 1474 of the Code.


 


U.S. backup withholding is not an additional tax. Rather, the U.S.
federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results
in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.  Holders
are urged to consult their tax advisors regarding how to complete the appropriate forms and to determine whether they are exempt from
backup withholding or other withholding taxes.


 



    B.1-2