Exhibit
10.1




 


PROMISSORY NOTE










 





	
        Principal

        $4,780,600.00
	
        Loan Date

        04-14-2020
	
        Maturity

        04-14-2022
	CL Transaction No	
        Product

        SBA Paycheck Protection
	Loan Account No
	
        References in the boxes
        above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

        Any item above containing
        "***" has been omitted due to text length limitations.





  





	Borrower:	
        Accelerate Diagnostics, Inc.

        3950 South Country Club, Suite 470

        Tucson, AZ 85714
	Lender:	
        Zions Bancorporation, N.A. dba National Bank of Arizona

        Business Lending Solutions 

6001 N 24th Street 

Phoenix, AZ
        85016








 





 



  





	Principal Amount:   $4,780,600.00	Interest Rate:  1.000%	Date of Note: April 14, 2020




 













PROMISE
TO PAY. Accelerate Diagnostics, Inc. ("Borrower") promises to pay to Zions Bancorporation, N.A. dba National Bank of
Arizona ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Million
Seven Hundred Eighty Thousand Six Hundred & 00/100 Dollars ($4,780,600.00), together with interest on the unpaid principal
balance from April 14, 2020, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest
rate of 1.000% per annum, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST
AFTER DEFAULT" section.


 


PAYMENT. Borrower
will pay this loan in 18 payments of $269,037.75 each payment. Borrower's first payment is due November 14, 2020, and all subsequent
payments are due on the same day of each month after that. Borrower's final payment will be due on April 14, 2022, and will be
for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required
by applicable law, payments will be applied to first to any accrued unpaid interest; then to principal which is currently due;
then to pay any late fees; and then to further reduce the principal balance. Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing.


 


INITIAL DEFERMENT PERIOD.
No payments are due on this loan for 6 months from the date of first disbursement of this loan. Interest will continue to accrue
during the deferment period.


 


Loan Forgiveness. Borrower
may apply to Lender for forgiveness of the amount due on this loan in an amount equal to the sum of the following costs incurred
by Borrower during the 8-week period beginning on the date of first disbursement of this loan:


 


		a.	Payroll costs






		b.	Any payment of interest on a covered mortgage obligation (which shall not include any prepayment
of or payment of principal on a covered mortgage obligation)






		c.	Any payment on a covered rent obligation






		d.	Any covered utility payment



 


The
amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection
Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L.
116-136). Not more than 25% of the amount forgiven can be attributable to non-payroll costs.


 


Maturity.
This Note will mature two years from date of first disbursement of this loan.


 


Repayment
Terms. The interest rate on this Note is one percent per year. The interest rate is fixed and will not be changed during the
life of the loan.


 


Non-Recourse.
Lender and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for non-payment of
the loan, except to the extent that such shareholder, member or partner uses the loan proceeds for an unauthorized purpose.


 


INTEREST
RATE MODIFICATION. Notwithstanding anything to the contrary contained herein, if the Small Business Administration (“SBA”)
purchases the guaranteed portion of the unpaid principal balance of this Note, the interest rate on this Note shall be fixed at
the rate in effect at the time of the earliest uncured payment default hereunder. If there is no uncured payment default, the
rate shall become fixed at the rate in effect at the time of said purchase by the SBA.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the
interest rate over the number of days in a year (365 for all years, including leap years), multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is
computed using this method.


 


EFFECTIVE
RATE. Borrower agrees to an effective rate of interest that is the rate specified in this Note plus any additional rate resulting
from any other charges in the nature of interest paid or to be paid in connection with this Note.




 





PREPAYMENT. Borrower
may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early
payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send
Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further
amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Zions Bancorporation, N.A. dba National
Bank of Arizona, Attn: Enterprise Loan Operations, UT-RDWG-1970, PO Box 271487 Salt Lake City, UT 84127-1487.


 


LOAN
PREPAYMENT.


 


Notwithstanding any provision
in this Note to the contrary:


 


Borrower may prepay
this note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays
more than 20 percent and the Loan has been sold on the secondary market, Borrower must:


 


		a.	Give Lender written notice;



 


		b.	Pay all accrued interest; and



 


		c.	If the prepayment is received less than 21 days from the date the Lender receives the notice, pay
an amount equal to 21 days' interest from the date Lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.



 




     


    	 	PROMISSORY NOTE
(Continued)
	 
	 	 	Page 2




    






  


If Borrower does not prepay within 30 days
from the date Lender receives the notice, Borrower must give Lender a new notice.


 


LATE CHARGE. If
a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.


 


INTEREST AFTER DEFAULT.
Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.000% per
annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.


 


DEFAULT. Each of the
following shall constitute an event of default ("Event of Default") under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


Default in Favor of
Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property
or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.


 


False Statements.
Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or
the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


Insolvency. The
dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits
with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion,
as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness
or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Change In Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A
material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of
this Note is impaired.


 


Insecurity. Lender in
good faith believes itself insecure.


 


Cure Provisions. If
any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision
of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower
demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


LENDER'S RIGHTS. Upon
default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due,
and then Borrower will pay that amount.


 


WHEN FEDERAL LAW APPLIES.
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or
SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes.
By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to
this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA,
or preempt federal law.


 


ATTORNEYS' FEES; EXPENSES.
Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount.
This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not
there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), and appeals. However, Borrower will only pay attorneys' fees of an attorney not Lender's salaried employee,
to whom the matter is referred after Borrower's default. If not prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.


 


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Arizona without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State
of Arizona.


 


DISHONORED ITEM FEE.
Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge
with which Borrower pays is later dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all
accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for
which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff
all sums owing on the debt against any and all such accounts.


 





WAIVER
OF DEFENSES AND RELEASE OF CLAIMS. The undersigned hereby (i) represents that neither the undersigned nor any affiliate or principal
of the undersigned has any defenses to or setoffs against any Indebtedness or other obligations owing by the undersigned, or by
the undersigned’s affiliates or principals, to Lender or Lender’s affiliates (the "Obligations"), nor any
claims against Lender or Lender’s affiliates for any matter whatsoever, related or unrelated to the Obligations, and (ii)
releases Lender and Lender’s affiliates, officers, directors, employees and agents from all claims, causes of action, and
costs, in law or equity, known or unknown, whether or not matured or contingent, existing as of the date hereof that the undersigned
has or may have by reason of any matter of any conceivable kind or character whatsoever, related or unrelated to the Obligations,
including the subject matter of this Agreement. The foregoing release does not apply, however, to claims for future performance
of express contractual obligations that mature after the date hereof that are owing to the undersigned by Lender or Lender’s
affiliates. As used in this paragraph, the word “undersigned” does not include Lender or any individual signing on
behalf of Lender. The undersigned acknowledges that Lender has been induced to enter into or continue the Obligations by, among
other things, the waivers and releases in this paragraph.












 


     


    	 	PROMISSORY NOTE
(Continued)
	 
	 	 	Page 3




    

 


ON-LINE BANKING --ADVANCES.
From time to time, Lender may (but shall not be required to) permit advances to be requested or drawn through its online banking
website. Lender may impose and change limitations on online advance requests, such as minimum or maximum advance dollar amounts,
and the types of accounts into which advances may be transferred. Whether online advances are permitted, and Lender's applicable
terms and restrictions if such advances are permitted, will be reflected in the features available online when a user logs into
the online banking website.


 


ON-LINE BANKING --LOAN
PAYMENTS. From time to time, Lender may (but shall not be required to) permit loan payments to be made through its online banking
website. Lender may impose and change limitations on making online loan payments, such as minimum or maximum payment amounts, the
types of accounts from which loan payments may be made, and the types of payments that may be made online (i.e., ordinary installment
payments, principal-only payments, or other types of payments). Whether online payments are permitted, and Lender's applicable
terms and restrictions if such payments are permitted, will be reflected in the features available online when a user logs into
the online banking website.


 


DISPUTE
RESOLUTION PROVISION. This Dispute Resolution Provision contains a jury waiver, a class action waiver, and an arbitration clause
(or judicial reference agreement, as applicable), set out in four Sections. READ IT CAREFULLY.


 


This dispute resolution
provision shall supersede and replace any prior "Jury Waiver," "Judicial Reference," "Class Action Waiver,"
 "Arbitration," "Dispute Resolution," or similar alternative dispute agreement or provision between or among
the parties.


 


Notwithstanding anything
to the contrary herein, the parties acknowledge and agree that the Dispute Resolution Provision contained herein is not enforceable
at any time that the SBA is the holder of the Promissory Note which evidences the Loan.


 


SECTION 1. GENERAL PROVISIONS
GOVERNING ALL DISPUTES.


 


1.1          
PRIOR DISPUTE RESOLUTION AGREEMENTS SUPERSEDED. This Dispute Resolution Provision shall supersede and replace any prior
 “Jury Waiver,” “Judicial Reference,” “Class Action Waiver,” “Arbitration,” “Dispute
Resolution,” or similar alternative dispute agreement or provision between or among the parties.


 


1.2          
“DISPUTE” defined. As used herein, the word “Dispute” includes, without limitation, any claim
by either party against the other party related to this Agreement, any Related Document, and the Loan evidenced hereby. In addition,
“Dispute” also includes any claim by either party against the other party regarding any other agreement or business
relationship between any of them, whether or not related to the Loan or other subject matter of this Agreement. “Dispute”
includes, but is not limited to, matters arising from or relating to a deposit account, an application for or denial of credit,
warranties and representations made by a party, the adequacy of a party’s disclosures, enforcement of any and all of the
obligations a party hereto may have to another party, compliance with applicable laws and/or regulations, performance or services
provided under any agreement by a party, including without limitation disputes based on or arising from any alleged tort or matters
involving the employees, officers, agents, affiliates, or assigns of a party hereto.


 


If
a third party is a party to a Dispute (such as a credit reporting agency, merchant accepting a credit card, junior lienholder
or title company), each party hereto agrees to consent to including that third party in any arbitration or judicial reference
proceeding for resolving the Dispute with that party. 


 


1.3          
Jury Trial Waiver. Each party waives their respective rights to a trial before a jury in connection with any
Dispute, and all Disputes shall be resolved by a judge sitting without a jury. If a court determines that
this jury trial waiver is not enforceable for any reason, then at any time prior to trial of the Dispute, but not later than
30 days after entry of the order determining this provision is unenforceable, any party shall be entitled to move the court
for an order, as applicable: (A) compelling arbitration and staying or dismissing such litigation pending arbitration (“Arbitration
Order”) under Section 2 hereof, or (B) staying such litigation and compelling judicial reference under Section 3 hereof.


 


1.4          
CLASS ACTION WAIVER. If permitted by applicable law, each party waives the
right to litigate in court or an arbitration proceeding any Dispute as a class action, either as a member of a class or as a representative,
or to act as a private attorney general.


 


1.5          
SURVIVAL. This Dispute Resolution Provision shall survive any termination, amendment or expiration of this Agreement,
or any other relationship between the parties.


 


SECTION
2. Arbitration IF JURY WAIVER UNENFORCEABLE (EXCEPT CALIFORNIA). If (but only if) a state or federal court located outside
the state of California determines for any reason that the jury trial waiver in this Dispute Resolution Provision is not enforceable
with respect to a Dispute, then any party hereto may require that said Dispute be resolved by binding arbitration pursuant to
this Section 2 before a single arbitrator. An arbitrator shall have no authority to determine matters (i) regarding the validity,
enforceability, meaning, or scope of this Dispute Resolution Provision, or (ii) class action claims brought by either party as
a class representative on behalf of others and claims by a class representative on either party’s behalf as a class member,
which matters may be determined only by a court without a jury. By agreeing to arbitrate a Dispute, each party gives up
any right that party may have to a jury trial, as well as other rights that party would have in court that are not available or
are more limited in arbitration, such as the rights to discovery and to appeal.


 


Arbitration
shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, National Arbitration
Forum (“NAF”) or Judicial Arbitration and Mediation Service, Inc. (“JAMS”) (“Administrator”)
as selected by the initiating party. However, if the parties agree, arbitration may be commenced by appointment of a licensed
attorney who is selected by the parties and who agrees to conduct the arbitration without an Administrator. If NAF and JAMS both
decline to administer arbitration of the Dispute, and if the parties are unable to mutually agree upon a licensed attorney to
act as arbitrator with an Administrator, then either party may file a lawsuit (in a court of appropriate venue outside the state
of California) and move for an Arbitration Order. The arbitrator, howsoever appointed, shall have expertise in the subject matter
of the Dispute. Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or,
if no agreement, in the city and state where Lender or Bank is headquartered. The arbitrator shall apply the law of the state
specified in the agreement giving rise to the Dispute.


 


After
entry of an Arbitration Order, the non-moving party shall commence arbitration. The moving party shall, at its discretion, also
be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be adversely
prejudiced by electing not to commence arbitration. The arbitrator: (i) will hear and rule on appropriate dispositive motions
for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a decision
and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or defense;
(iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with regard
to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the
state specified in the agreement giving rise to the Dispute. Filing of a petition for arbitration shall not prevent any party
from (i) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary
remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin,
garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help
remedies such as setoff and repossession. The exercise of such rights shall not constitute a waiver of the right to submit any
Dispute to arbitration.


 






     


    	 	PROMISSORY NOTE
(Continued)
	 
	 	 	Page 4




    

 


Judgment
upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds $4,000,000,
any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators. To allow for such appeal, if
the award (including Administrator, arbitrator, and attorney’s fees and costs) exceeds $4,000,000, the arbitrator will issue
a written, reasoned decision supporting the award, including a statement of authority and its application to the Dispute. A request
for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a request
is not made within that time period, the arbitration decision shall become final and binding. On appeal, the arbitrators shall
review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than deferring
in any manner to the original arbitrator. Appeal of an arbitration award shall be pursuant to the rules of the Administrator or,
if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.


 


Arbitration under this provision
concerns a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9


 


U.S.C. § 1 et seq. If
the terms of this Section 2 vary from the Administrator’s rules, this Section 2 shall control.


 


SECTION 3. JUDICIAL
REFERENCE IF JURY WAIVER UNENFORCEABLE (CALIFORNIA ONLY). If (but only if) a Dispute is filed in a state or federal court located
within the state of California, and said court determines for any reason that the jury trial waiver in this Dispute Resolution
Provision is not enforceable with respect to that Dispute, then any party hereto may require that Dispute be resolved by judicial
reference in accordance with California Code of Civil Procedure, Sections 638, et seq., including without limitation whether
the Dispute is subject to a judicial reference proceeding. By agreeing to resolve Disputes by judicial reference, each party
is giving up any right that party may have to a jury trial. The referee shall be a retired judge, agreed upon by the parties,
from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS). If the parties
cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired judges
from either AAA or JAMS, and the court shall select the referee from that panel. (If AAA and JAMS are unavailable to provide this
service, the court may select a referee by such other procedures as are used by that court.) The referee shall be appointed to
sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the proceeding,
whether of fact or of law, and to report a statement of decision. The parties agree that time is of the essence in conducting the
judicial reference proceeding set forth herein. The costs of the judicial reference proceeding, including the fee for the court
reporter, shall be borne equally by the parties as the costs are incurred, unless otherwise awarded by the referee. The referee
shall hear all pre-trial and post-trial matters (including without limitation requests for equitable relief), prepare a statement
of decision with written findings of fact and conclusions of law, and apportion costs as appropriate. The referee shall be empowered
to enter equitable relief as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that are
binding on the parties and rule on any motion that would be authorized in a trial, including without limitation motions for summary
adjudication. Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability, meaning,
or scope of this Section, and (ii) class action claims brought by either party as a class representative on behalf of others
and claims by a class representative on either party’s behalf as a class member. Judgment upon the award shall be entered
in the court in which such proceeding was commenced and all parties shall have full rights of appeal. This provision will not be
deemed to limit or constrain Bank or Lender’s right of offset, to obtain provisional or ancillary remedies, to interplead
funds in the event of a dispute, to exercise any security interest or lien Bank or Lender may hold in property or to comply with
legal process involving accounts or other property held by Bank or Lender.


 


Nothing herein shall
preclude a party from moving (prior to the court ordering judicial reference) to dismiss, stay or transfer the suit to a forum
outside California on grounds that California is an improper, inconvenient or less suitable venue. If such motion is granted, this
Section 3 shall not apply to any proceedings in the new forum.


 


This Section 3 may be
invoked only with regard to Disputes filed in state or federal courts located in the State of California. In no event shall the
provisions in this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Agreement or
any Related Document.


 


SECTION 4. Reliance.
Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce a jury waiver,
class action waiver, arbitration provision or judicial reference provision in the event of suit, and (ii) acknowledges that it
and the other party have been induced to enter into this Agreement by, among other things, material reliance upon the mutual waivers,
agreements, and certifications in the four Sections of this DISPUTE RESOLUTION PROVISION.


 


REPORTING NEGATIVE
INFORMATION. We (Lender) may report information about your (Borrower's) account to credit bureaus. Late payments, missed payments,
or other defaults on your account may be reflected in your credit report.


 


SUCCESSOR INTERESTS.
The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


GENERAL PROVISIONS.
If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice
to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note are joint and several.


 




     


    	 	PROMISSORY NOTE
(Continued)
	 
	 	 	Page 5




    


 


 


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


BORROWER:





 


 


ACCELERATE
DIAGNOSTICS, INC.


 





	By:	/s/ Steve Reichling	 
	 	Steve Reichling, Official of Accelerate Diagnostics, Inc.