EXHIBIT 4.1


 


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED JULY     , 2013 (THE “PROSPECTUS”) AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE
SUBSCRIPTION AGENT, BY CALLING (855) 793-5068.


 


ACCELERATE DIAGNOSTICS, INC.


Incorporated under the laws of the State
of Delaware


 


 NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Shares of


Common Stock, Par Value $0.001 per share,
of Accelerate Diagnostics, Inc.


 


Subscription Price: $8.04 per full share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF
NOT EXERCISED ON OR BEFORE


5:00 P.M., NEW YORK CITY TIME, ON AUGUST
7, 2013


 


	
        REGISTERED OWNER: 

         

        THIS CERTIFIES THAT the registered owner
        whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set
        forth above. The Rights entitle the holder thereof to subscribe for and purchase shares of common stock, par value $0.001 per share
        (the “Common Stock”), of Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), at a subscription
        price of $8.04 per full share, pursuant to a rights offering (the “Rights Offering”), on the
        terms and subject to the conditions set forth in the Prospectus. 

         

        Each Right includes a basic subscription
        privilege and an over-subscription privilege. Under the basic subscription privilege, for each share of common stock owned as of
        the record date of the Rights Offering, the holder hereof is entitled to purchase 0.064038 shares of Common Stock at the subscription
        price of $8.04 per full share.

         
	 	
        The over-subscription privilege of each
        Right entitles a Rights holder, if such holder fully exercised its basic subscription privilege, to request to purchase any additional
        shares of Common Stock that remain unsubscribed at the expiration of the Rights Offering, subject to the availability and pro rata
        allocation of shares among persons exercising this over-subscription privilege, as described in the Prospectus.

         

        The Rights represented by this Subscription
        Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning
        the full payment of the subscription price for each share of Common Stock in accordance with the instructions contained herein.

         

        This Non-Transferable Subscription Rights
        Certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent. Witness the
        seal of Accelerate Diagnostics, Inc. and the signatures of its duly authorized officers:



 


DATED: July 18, 2013


 


	 	 	 
	President and Chief Executive Officer	 	Secretary


 




    	 



    	 



    

 


DELIVERY OPTIONS FOR NON-TRANSFERABLE SUBSCRIPTION
RIGHTS CERTIFICATE


 


Deliver other than in the manner or to the addresses listed
below will not constitute valid delivery.


 


	
        If delivering by hand or overnight courier:

         
	If delivering by first class mail:
	
        Broadridge Corporate Issuer Solutions, Inc.

        Attention: Reorganization Department

        1981 Marcus Avenue, Suite 100

        Lake Success, NY 11042
	
        Broadridge Corporate Issuer Solutions, Inc.

        Attention: Reorganization Department

        P.O. Box 1317

        Brentwood, NY 11717-0693



 


PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY


 





	
        FORM 1 – EXERCISE OF SUBSCRIPTION RIGHTS

         

        To subscribe for shares of Common Stock
        pursuant to your basic subscription privilege, please complete lines (a) and (c) and sign under Form 3. To subscribe for shares
        pursuant to your over-subscription privilege, please also complete line (b) and sign under Form 3. If you do not indicate the number
        of Rights being exercised, or if you do not forward the full subscription payment for the number of Rights that you indicate are
        being exercised, then you will be deemed to have exercised the maximum number of Rights that may be exercised with the aggregate
        subscription payment you delivered to the Subscription Agent. Fractional shares of our Common Stock resulting from the exercise
        of the basic subscription privileges and the over-subscription privileges will be eliminated by rounding down to the nearest whole
        share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received by the Subscription
        Agent will be returned, without interest, as soon as practicable.

         

        (a)      EXERCISE
        OF BASIC SUBSCRIPTION PRIVILEGE:

         

        I apply for                    shares
        x $8.04 = $                 

        (no. of new shares) (subscription
        price) (amount enclosed)

         

        (b)      EXERCISE
        OF OVER-SUBSCRIPTION PRIVILEGE:

         

        If you have exercised your basic subscription
        privilege in full and wish to subscribe for additional shares:

         

        I apply for                 
        shares x $8.04 = $                 

        (no. of new shares) (subscription
        price) (amount enclosed)

         

         

        

         
	 	
        FORM 3 – SIGNATURE

         

        TO SUBSCRIBE: I acknowledge that I have
        received the Prospectus for the rights offering and I hereby irrevocably subscribe for the number of shares indicated above on
        the terms and conditions specified in the Prospectus.

         

        This form must be signed by the registered
        holder(s) exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered
        holder(s) by documents transmitted herewith.

         

        Signature(s):                                          
                                           

         

        Signature(s):                                          
                                           

         

        Date:                                          
                                         
 

         

        Daytime Telephone Number:                                          
               

         

        IMPORTANT: The signature(s) must correspond
        with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement,
        or any other change whatsoever.

         

        FORM 4 – SIGNATURE GUARANTEE

         

        This form must be completed if you have
        completed any portion of Form 2.

         

        Signature Guaranteed:
                                                            

        (Name of Bank or Firm)

         

        By:                                            
                                                 
              

        (Signature of Officer)

         

        IMPORTANT: The signature(s) should be guaranteed
        by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an
        approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

        








  






    	 



    	 



    

 





	
        

        (c)     PAYMENT:

         

        Total Amount of Payment Enclosed = $                 

         

        Method of Payment: 

         

        All payments must be made in U.S. dollars
        by cashier’s or certified check drawn upon a U.S. bank payable to “Broadridge Corporate Issuer Solutions, Inc. (acting
        as Subscription Agent for Accelerate Diagnostics, Inc.)”. The Subscription Agent will not accept payment by any other means.

         

        FORM 2 – DELIVERY TO DIFFERENT ADDRESS

         

        If you wish for the Common Stock underlying
        your Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please
        enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

        _________________________________________

        ________________________________________

        ________________________________________

         
		
        

         THE RIGHTS OFFERING HAS
BEEN REGISTERED OR QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM REGISTRATION OR QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE
UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES
OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS
OF SUCH JURISDICTIONS.

         



  


FOR INSTRUCTIONS ON THE USE OF
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION
AGENT, AT (855) 793-5068 (TOLL-FREE). THE RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2013, AND
THIS NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE IS VOID THEREAFTER.