Exhibit 10.2


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT
(this “Agreement”) is dated as of September 22, 2021, by and among Accelerate Diagnostics, Inc., a Delaware corporation
(the “Company”), and each purchaser identified on Annex I attached hereto (each, including its successors
and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 promulgated
thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, certain securities
of the Company, as more fully described in this Agreement.


  


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:


 


Article 1.


Definitions


 


1.1       Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings
indicated in this Section 1.1:


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any
court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market,
stock exchange or trading facility.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 144.


 


“Business Day”
means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State
of New York are authorized or required by law or other governmental action to close.


 


“Certificate of Designation”
means the Certificate of Designation substantially in the form attached hereto as Exhibit A, setting forth the rights and privileges
of the Series A Preferred Stock of the Company.


 


“Closing”
means a closing of the purchase and sale of the Securities for each Tranche pursuant to Article II. 


 


“Closing Date”
means the Business Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied
following (i) the date of execution of this Agreement with respect to the Closing of the first Tranche, and (ii) October 31, 2021 with
respect to the Closing of the second Tranche, or such other dates as the parties may agree.


 






    


     


    

 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company Deliverables”
has the meaning set forth in Section 2.2(a).


 


“Company Party”
has the meaning set forth in Section 4.2(b).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Indemnified Party”
has the meaning set forth in Section 4.2(c).


 


“Indemnifying Party”
has the meaning set forth in Section 4.2(c).


 


“Investment Amount”
means, with respect to each Purchaser, the aggregate amount to be paid for the Securities purchased hereunder as set forth opposite the
name of such Purchaser under the heading “Investment Amount” on Annex I attached hereto,
in United States dollars and in immediately available funds.


 


“Lien”
means any lien, charge, encumbrance, security interest, right of first refusal or other restrictions of any kind.


 


“Losses”
has the meaning set forth in Section 4.2(a).


 


“Material Adverse
Effect” has the meaning set forth in Section 3.1(d).


 


“Per Share Purchase
Price” equals $7.70.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Preamble.


 


“Purchaser Deliverables”
has the meaning set forth in Section 2.2(b).


 






    


     


    

 


“Purchaser Party”
has the meaning set forth in Section 4.2(a).


  


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Reports”
has the meaning set forth in Section 3.2(e).


 


“Securities”
means the shares of Series A Preferred Stock issued or issuable to the Purchasers pursuant to this Agreement.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Series A Preferred
Stock” means the series of preferred stock, par value $0.001 per share, of the company that has been designated in the Certificate
of Designation as Series A Preferred Stock.


 


“Short Sales”
include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X promulgated by the Commission under the
Exchange Act.


 


“Tranche”
has the meaning set forth in Section 2.1(a).


 


“Transaction Documents”
means this Agreement and any other documents or agreements explicitly contemplated hereunder.


 


ARTICLE 2.


PURCHASE AND SALE


 


2.1.         Closing.


 


		(a)	Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each
Purchaser, and each Purchaser will purchase, severally and not jointly, the aggregate number of Securities set forth opposite the name
of such Purchaser under the heading “Number of Securities Purchased” on Annex I attached
hereto, which shall be equal to such Purchaser’s Investment Amount divided by the Per Share Purchase Price (rounded to the nearest
whole share), in two tranches as set forth on Annex I (each, a “Tranche”).



 






    


     


    

 


		(b)	The Closing shall take place remotely via the electronic exchange of documents and signatures on the Closing
Date, or in such other manner as the parties agree in writing. For accounting and computational purposes, the Closing will be deemed to
have occurred at 12:01 a.m. (New York time) on the Closing Date.



 


2.2           Closing
Deliveries.


 


		(a)	At the Closing for each Tranche, the Company shall deliver or cause to be delivered to each Purchaser
the following (the “Company Deliverables”):



 


		(i)	in the case of the Closing for the first Tranche:



 


(A)                           this Agreement,
duly executed by the Company; and


 


		(ii)	a certificate evidencing the number of Securities purchased by such Purchaser in the Tranche and registered
in the name of such Purchaser as specified on Annex I attached hereto;



 


		(b)	At the Closing for each Tranche, each Purchaser shall deliver or cause to be delivered to the Company
the following (the “Purchaser Deliverables”);



 


		(i)	in the case of the Closing for the first Tranche:



 


(A)                           this Agreement,
duly executed by such Purchaser; and


 


		(ii)	such Purchaser’s payment for the Securities purchased by it in the Tranche (which, for the avoidance
of doubt, will be approximately two-thirds of such Purchaser’s Investment Amount for the first Tranche and one-third (1/3) of such
Purchaser’s Investment Amount for the second Tranche), in United States dollars and in immediately available funds, by wire transfer
to an account designated in writing by the Company for such purpose.



 






    


     


    

 


ARTICLE 3.

REPRESENTATIONS AND WARRANTIES


 


3.1.          Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser:


 


		(a)	Authorization; Enforcement. The Company has the requisite corporate power and authority to enter
into the Transaction Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary
action on the part of the Company. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by other equitable principles of general application.



 


		(b)	Issuance of the Securities. The Securities have been duly authorized and, when issued and paid
for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The
Company has reserved from its duly authorized capital stock the shares of Preferred Stock issuable pursuant to this Agreement as well
as the Common Stock issuable upon conversion of such Preferred Stock.



 


		(c)	Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the
Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with
respect to any claims (other than such fees or commissions owed by any such Purchaser pursuant to written agreements executed by such
Purchaser which fees or commissions shall be the sole responsibility of such Purchaser) made by or on behalf of other Persons for fees
of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.



 






    


     


    

 


		(d)	No Violation or Default. Neither the Company nor any
of its subsidiaries is: (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event
has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any
term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound
or to which any property, right or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute
applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their respective property or assets,
except, in the case of clauses (ii) and (iii) above, for any such default or violation that 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 the Transaction Documents (a “Material Adverse Effect”).



 


		(e)	No Conflicts. The execution, delivery and performance
by the Company of the Transaction Documents and the issuance, sale and delivery of the Securities will not: (i) result in any violation
of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries; (ii) conflict
with or result in a breach or violation of any of the terms or provisions of, constitute a default under, result in the termination,
modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right
or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound
or to which any property, right or asset of the Company or any of its subsidiaries is subject; or (iii) result in the violation of any
law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator
or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their respective property
or assets, except, in the case of clauses (ii) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance
that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



 






    


     


    

 


3.2.          Representations
and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants to
the Company as follows:


 


		(a)	Authorization; Enforcement. Such Purchaser is either
an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter
into the Transaction Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction
Documents by such Purchaser and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each of the Transaction
Documents has been (or upon delivery will have been) duly executed by such Purchaser and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of such Purchaser enforceable against it in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.



 


		(b)	Investment Intent. Such Purchaser is acquiring the Securities
as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities
or any part thereof, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or
any part of Securities in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence,
nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time.
Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement
or understanding, directly or indirectly, with any Person to distribute any of the Securities.



 


		(c)	Purchaser Status. At the time Such Purchaser was offered
the Securities, it was, and at the date hereof it is, (i) knowledgeable, sophisticated and experienced in making, and qualified to make,
decisions with respect to investments in securities representing and investment decision similar to that involved in the purchase of
the Securities, including investments in securities issued by the Company and comparable entities, and (ii) an “accredited investor”
as defined in Rule 501(a) under the Securities Act. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange
Act.



 






    


     


    

 


		(d)	General Solicitation. Such Purchaser is not purchasing
the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper,
magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general
advertisement.



 


		(e)	Access to Information. Such Purchaser acknowledges that
it has had the opportunity to review the Transaction Documents and the Company’s reports required to be filed by it under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the “SEC Reports”), and has been afforded
(i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access
to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its
representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness
of the SEC Reports and the Company’s representations and warranties contained in this Agreement, subject to the exceptions thereto
and as set forth therein, as the case may be.



 


		(f)	Certain Trading Activities. Such Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with it, engaged in any transactions in the securities
of the Company (including, without limitations, any Short Sales involving the Company’s securities) since the 30th day
prior to the date of this Agreement. Such Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any
understanding with it will engage in any transactions in the securities of the Company (including Short Sales) during the period from
the date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are publicly disclosed or (ii) this
Agreement is terminated in full pursuant to Section 6.5.



 


		(g)	Reliance on Purchaser Representations. Such Purchaser
understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements
of the Securities Act and the rules and regulations promulgated thereunder, and state securities laws and that the Company is relying
upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of
such Purchaser to acquire the Securities. Under such laws and rules and regulations, the Securities may be resold without registration
under the Securities Act only in certain limited circumstances. Such Purchaser represents that it is familiar with Rule 144 under the
Securities Act, as presently in effect, and understands the resale limitations.



 






    


     


    

 


		(h)	Risks of Investment. Such Purchaser understands that
its investment in the Securities involves a significant degree of risk, including a risk of total loss of its investment, and such Purchaser
has full cognizance of and understands all of the risk factors related to its purchase of the Securities, including, but not limited
to, those set forth under the caption “Risk Factors” in the SEC Reports. Such Purchaser understands that there is no public
market for the Series A Preferred Stock of the Company. Such Purchaser understands that the market price of the Common Stock has been
volatile and that no representation is being made as to the future value of the Common Stock. Such Purchaser has the knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the
ability to bear the economic risks of an investment in the Securities.



 


		(i)	No Approvals. Such Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement
of the Securities.



 


		(j)	Independent Investment Decision. Such Purchaser has independently
evaluated the merits of its decision to purchase Securities pursuant to this Agreement, and such Purchaser confirms that it has not relied
on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing
in this Agreement or any other materials presented by or on behalf of the Company to such Purchaser in connection with the purchase of
the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.



 


		(k)	Residency. Such Purchaser’s residence (if an individual)
or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address set forth
under such Purchaser’s name on Annex I attached hereto.



 






    


     


    

 


ARTICLE 4.

OTHER AGREEMENTS OF THE PARTIES


 


4.1.          Transfer
Restrictions.


 


		(a)	Compliance with Laws. Notwithstanding any other provision
of this Article 4, each Purchaser covenants that the Securities 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 Securities other than (i) pursuant to an effective registration statement,
(ii) to the Company or (iii) pursuant to Rule 144 (provided that the Purchaser 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 Securities under the Securities Act. As a condition of transfer, any such transferee
shall agree in writing to be bound by the terms of the Transaction Documents and shall have the rights of a Purchaser under the Transaction
Documents with respect to such transferred Securities.



 


		(b)	Legends. Certificates evidencing the Securities 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.


 






    


     


    

 


4.2.          Indemnification.


 


		(a)	The Company will indemnify and hold each Purchaser and its directors,
officers, employees, agents and Affiliates (each, a “Purchaser Party”) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Purchaser
Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty,
covenant or agreement made by the Company in the Transaction Documents.



 


		(b)	Each Purchaser will, severally and not jointly, indemnify and
hold the Company and its directors, officers, employees, agents and Affiliates (each, a “Company Party”) harmless
from any and all Losses that any such Company Party may suffer or incur as a result of or relating to any misrepresentation, breach or
inaccuracy of any representation, warranty, covenant or agreement made by such Purchaser in the Transaction Documents.



 


		(c)	In addition to the indemnities contained in this Section
4.2, if any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (each, an “Indemnified
Party”), each Person from whom indemnity is sought (each, an “Indemnifying Party”) shall reimburse the Indemnified
Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith)
incurred in connection therewith, as such expenses are incurred.



  


ARTICLE 5.


CONDITIONS PRECEDENT
TO CLOSING


 


5.1.          Conditions
Precedent to the Obligations of the Purchasers to Purchase Securities. The obligation of each Purchaser to acquire Securities at the
Closing for each Tranche is subject to the satisfaction or waiver by such Purchaser, at or before such Closing, of each of the following
conditions:


 


		(a)	Representations and Warranties. The representations and
warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the
applicable Closing Date for the Closing of such Tranche as though made on and as of such date;



 






    


     


    

 


		(b)	Performance. The Company shall have performed, satisfied
and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed,
satisfied or complied with by it at or prior to the Closing;



 


		(c)	No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and



 


		(d)	Company Deliverables. The Company shall have delivered
the Company Deliverables in accordance with Section 2.2(a).



 


5.2.          Conditions
Precedent to the Obligations of the Company to sell Securities. The obligation of the Company to sell Securities to each Purchaser
at the Closing for each Tranche is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following
conditions:


 


		(a)	Representations and Warranties. The representations and
warranties made by each Purchaser contained herein shall be true and correct in all material respects as of the date when made and as
of the applicable Closing Date for the Closing of such Tranche as though made on and as of such date;



 


		(b)	Performance. Such Purchaser shall have performed, satisfied
and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed,
satisfied or complied with by such Purchaser at or prior to the Closing;



 


		(c)	No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and



 


		(d)	Purchaser Deliverables. Such Purchaser shall have delivered
its Purchaser Deliverables in accordance with Section 2.2(b).



 


ARTICLE 6.


MISCELLANEOUS


 


6.1.          Fees
and Expenses. Each of the Company and the respective Purchasers has relied on the advice of its own respective counsel. Each party
shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement; provided, however, that the Company
shall reimburse the reasonable fees of counsel of the Purchasers in connection with the negotiation, preparation and execution of this
Agreement.


 






    


     


    

 


6.2.          Entire
Agreement. The Transaction Documents contain the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters. At the
Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents
as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.


 


6.3.          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by electronic
mail, telecopied (upon telephonic confirmation of receipt), on the first Business Day following the date of dispatch if delivered by a
recognized next day courier service, or on the third Business Day following the date of mailing if delivered by registered or certified
mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such notice:


 


	If to Company:	Accelerate Diagnostics, Inc.
	 	3950 S. Country Club Rd. #470
	 	Tucson, AZ 85714
	 	Fax: (520) 269-6580
	 	E-mail: mbridge@axdx.com
	 	Attn: Michael Bridge
	 	 
	with a copy to:	Snell & Wilmer L.L.P.
	 	One Arizona Center
	 	400 East Van Buren
	 	Phoenix, AZ 85004-2202
	 	Fax: (602) 382-6070
	 	Attn: Dan Mahoney and Joshua Schneiderman
	 	 
	If to a Purchaser:	To the address set forth under such Purchaser’s name on Annex I attached hereto.


 


6.4.          Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument signed
by the Company and the Purchasers. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise
of any such right.


 






    


     


    

 


6.5.          Termination.
This Agreement may be terminated prior to the Closing Date on a Purchaser-by-Purchaser basis by written agreement of such Purchaser and
the Company. Upon a termination in accordance with this Section 6.5, the Company and such Purchaser shall not have any further
obligation or liability (including as arising from such termination) to the other.


 


6.6.          Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties and their counsel
to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed
as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Agreement.


 


6.7.          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
This Agreement, or any rights or obligations hereunder, may not be assigned by the Company (except by merger or in connection with another
entity acquiring all or substantially all of the Company’s assets) without the prior written consent of each Purchaser. Any Purchaser
may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns or transfers any Securities in compliance
with the Transaction Documents and applicable law; provided, that such transferee shall agree in writing to be bound by the
terms and conditions of the Transaction Documents and provides written notice of assignment to the Company promptly after such assignment
is effected.


 


6.8.          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


6.9.          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any other Transaction
Document shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Document (whether brought against a party hereto
or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement and any other
Transaction Document), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally
subject to the jurisdiction of any such New York court, or that such Proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by
law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement and any other Transaction Document, or the transactions contemplated
thereby. If a party shall commence a Proceeding to enforce any provisions of this Agreement or any other Transaction Document, then the
prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 






    


     


    

 


6.10.        Survival.
The representations, warranties, agreements and covenants contained herein shall survive the Closing for the second Tranche and the delivery
of the Securities for a period of one (1) year thereafter, after which time they shall expire and be of no further force or effect.


 


6.11.        Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile signature page were an original thereof.


 


6.12.        Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon
a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Agreement.


 


6.13.        Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a
new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction
and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such replacement Securities. If a replacement certificate or
instrument evidencing any Securities is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate
or instrument as a condition precedent to any issuance of a replacement.


 


6.14.        Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive
in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.


 






    


     


    

 





In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives
as of the day and year first set forth above.


 


	 	COMPANY:
	 	 
	 	Accelerate Diagnostics, Inc.
	 	 	 
	 	By:	/s/ Michael Bridge
	 	Name:	Michael Bridge
	 	Title:	Senior Vice President and General Counsel
	 	 
	 	PURCHASERS:
	 	 
	 	Tanya Eva Schuler Trust
	 	 
	 	By:	/s/ Tanya Sharman
	 	Name:	Tanya Sharman
	 	Title:	Trustee
	 	 	 
	 	Therese Heidi Schuler Trust
	 	 
	 	By:	/s/ George Schuler
	 	Name:	George Schuler
	 	Title:	Trustee
	 	 	 
	 	Schuler Grandchildren LLC
	 	 
	 	By:	/s/ George Schuler
	 	Name:	George Schuler
	 	Title:	Manager


 


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


 






    


     


    

 





ANNEX I


 


	Name and Address	 	 	Investment Amount	 	Number of

 Securities 

Purchased
	
    Tanya Eva Schuler Trust

    Schuler Scholar Program

    100 N. Field Drive, Suite 360

    Lake Forest, IL 60045
	1	 	$	6,766,667.60	 	878,788
	2	 	$	3,383,332.40	
    439,394

     

     

	 	Total	 	$	10,150,000.00	 	1,318,182
	 	 	 	 	 	 
	
    Therese Heidi Schuler Trust

    Schuler Scholar Program

    100 N. Field Drive, Suite 360

    Lake Forest, IL 60045
	1	 	$	6,766,667.60	 	878,788
	2	 	$	3,383,332.40	
    439,394

     

     

	 	Total	 	$	10,150,000.00	 	1,318,182
	 	 	 	 	 	 
	
    Schuler Grandchildren LLC

    Schuler Scholar Program

    100 N. Field Drive, Suite 360

    Lake Forest, IL 60045
	1	 	$	6,766,667.60	 	878,788
	2	 	$	3,383,332.40	
    439,394

     

     

	 	Total:	 	$	10,150,000.00	 	1,318,182
	 	 	 	 	 	 
	Total Investment:	1	 	$	20,300,002.80	 	2,636,364
	 	2	 	$	10,149,997.20	 	1,318,182
	 	Total:	 	$	30,450,000.00	 	3,954,546


 






    


     


    

 


EXHIBIT A


 


CERTIFICATE OF DESIGNATION


 


OF THE SERIES A PREFERRED
STOCK


 


(See Exhibit 3.1 to this Current
Report on Form 8-K)