Exhibit 10.3


 


THIS WARRANT AND THE UNDERLYING 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”), OR ANY APPLICABLE STATE SECURITIES
LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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 COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.


 


ACCELERATE DIAGNOSTICS, INC.


WARRANT TO PURCHASE COMMON STOCK


 


August 15, 2022


 


Void After August 15, 2029


 


THIS CERTIFIES THAT, for value
received, the JACK W. SCHULER LIVING TRUST, or it permitted registered assigns (the “Holder”), is entitled to
subscribe for and purchase at the Exercise Price (defined below) from ACCELERATE DIAGNOSTICS, INC., a Delaware corporation (the “Company”)
up to 2,471.710 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”),
subject to Section 2.1. This Warrant has been issued in connection with that certain Secured Promissory Note issued by the Company in
favor of the Holder dated of even date herewith (the “Note”).


 


1. DEFINITIONS.


 


Capitalized terms used herein
but not otherwise defined herein shall have their respective meanings as set forth in the Note. As used herein, the following terms shall
have the following respective meanings:


 


(a) “Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


(b) “Exercise Period”
shall mean the period commencing on the date that is six months after the date hereof and ending at 5:30 p.m. New York City time on the
seventh (7th) anniversary of the date hereof.


 


(c) “Exercise Price”
shall mean $2.12 per share, subject to adjustment pursuant to Section 4 below.


 


(d) “Exercise Date”
shall have the meaning set forth in Section 2.1(b) hereof.


 


(e) “Exercise Shares”
shall mean the shares of Common Stock issuable upon exercise of this Warrant.


(f) “Expiration
Date” shall mean 5:30 p.m. New York City time on the seventh (7th) anniversary of the date hereof.


 


2. EXERCISE OF WARRANT.


 


2.1. Exercise of Warrant.


 


(a) The rights represented
by this Warrant may be exercised in whole or in part at any time during the Exercise Period upon (i) delivery of an executed Notice
of Exercise in the form attached hereto to the Company at its address set forth on the signature page hereto (or at such other
address as it may designate by notice in writing to the Holder), (ii) surrender of this Warrant and (iii) payment of the Exercise
Price for the number of Exercise Shares as to which this Warrant is being exercised. Notwithstanding the foregoing, this Warrant
shall not be exercisable, and upon such exercise the Holder shall not have the right to receive, Exercise Shares, inclusive of any
Common Shares delivered to Holder pursuant to the Note, in excess of 19.99% of the Borrower’s outstanding shares of Common
Stock (calculated prior to giving effect to such exercise or delivery, as applicable). The delivery by (or on behalf of) the Holder
of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the
Company that his/its representations contained in Section 2(b) of the Note are true and correct as of the Exercise Date as if remade
in their entirety (or, in the case of any transferee Holder that is not a party to the Note, such transferee Holder’s
certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date).


 






     


     


    

 


(b) With respect to each exercise
of this Warrant pursuant to Section 2.1(a) above, the Exercise Date shall be deemed to be the date the Exercise Price is received by the
Company. The Exercise Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the Exercise Date. The person in whose name any certificate
or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record
of such shares on the Exercise Date, irrespective of the date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become
the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


(c) Certificates for shares
purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s
prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant
in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business
days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price
as set forth above.


 


(d) On any exercise of this
Warrant, in lieu of payment of the aggregate Exercise Price in the manner as specified in Section 2.1(a) above, but otherwise in accordance
with the requirements of Section 2.1, Holder may elect to receive Exercise Shares equal to the value of this Warrant, or portion hereof
as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable
Exercise Shares as are computed using the following formula:


 


		X =	Y(A-B)/A



 


where:


 


		X =	the number of shares to be issued to the Holder;



 


		Y =	the number of Exercise Shares with respect to which this Warrant is being exercised (inclusive of the
shares surrendered to the Company in payment of the aggregate Exercise price);



 


		A =	the Fair Market Value (as determined pursuant to clause (e) below) of one share; and



 


		B =	the Exercise Price.



 


(e)       If
the Company’s Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system
or over-the-counter market (a “Trading Market”), the fair market value of a share of Common Stock shall be the
closing price or last sale price of a share of Common Stock reported for the Business Day immediately before the date on which Holder
delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is not traded in a Trading
Market, the board of directors of the Company shall determine the fair market value of a share of Common Stock in its reasonable good
faith judgment.


 


2.2. Issuance of New
Warrants. Upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, in any event within five
business days, issue and deliver to the Holder a new warrant or warrants of like tenor, registered in the name of the Holder,
exercisable, in the aggregate, for the balance of the number of shares of Common Stock remaining available for purchase under the
Warrant.


 






     


     


    

 


2.3. Payment of Taxes and
Expenses. The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved
in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (i) any Exercise Shares purchased upon
exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s name or the name of any transferee of all or any
portion of this Warrant.


 


2.4 Treatment of Warrant
Upon Acquisition of Company.


 


(a)       Acquisition.
For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving:
(i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger
or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change
the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such
immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or
successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or
other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding
combined voting power.


 


(b)       Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 2.1 and such exercise will be deemed
effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant,
this Warrant will expire immediately prior to the consummation of such Acquisition.


 


(c)       The
Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable
information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public
Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing
of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public
Acquisition, the fair market value of one share of Common Stock as determined in accordance with Section 2.1(e) above would be greater
than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised
pursuant to Section 2.1 above as to all shares for which it shall not previously have been exercised, and the Company shall promptly
notify the Holder of the number of Exercise Shares issued upon such exercise to the Holder.


 


(d)       Upon
the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall
assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property
as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding
on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this
Warrant.


 


(e)       As
used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i)
the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other
information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received
by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in
Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such Acquisition, all
of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this
Warrant in full on or prior to the closing of such Acquisition.


 






     


     


    

 


3. COVENANTS OF THE COMPANY.


 





3.1. Covenants as to Exercise
Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise
Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise
of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common
Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.


 


3.2. No Impairment. Except
to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Certificate of Incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may
be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.


 


3.3. Notices of Record
Date and Certain Other Events. In the event of any taking by the Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same
as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least 10 days prior to the
date on which any such record is to be taken for the purpose of such dividend or distribution, a notice specifying such date.


 


4. ADJUSTMENT OF EXERCISE
PRICE AND EXERCISE SHARES.


 


(a) In the event of changes
in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations
or exchanges of shares, separations, reorganizations, liquidations, consolidation, acquisition of the Company, or the like, the number,
class and type of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give
the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and type of shares or other property
as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until
the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares
subject to this Warrant.


 


(b) If at any time following
delivery by Holder to the Company of a Notice of Exercise but prior to issuance of the applicable Exercise Shares, the holders of Common
Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have
received or become entitled to receive, without payment therefor:


 


(i) Common Stock or
any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution
(other than a dividend or distribution covered in Section 4(a) above),


 


(ii) any cash paid
or payable otherwise than as a cash dividend, or


 


(iii) Common Stock
or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares
or similar corporate rearrangement (other than shares of Common Stock pursuant to Section 4(a) above),


 


then and in each such case, the Holder hereof
will be entitled to receive, in addition to the number of shares of Common Stock receivable pursuant to the Notice of Exercise, and without
payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred
to in clauses (ii) and (iii) above) which such Holder would hold on the date of such exercise had such Holder been the holder of record
of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional
stock and other securities and property.





 






     


     


    

 


(c) Upon the occurrence of each
adjustment pursuant to this Section 4, the Company at its expense will, at the written request of the Holder, promptly compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon
written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


5. FRACTIONAL SHARES.


 


No fractional shares shall
be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions)
issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance
of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in
lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting
from multiplying the then current fair market value of an Exercise Share by such fraction.


 


6. NO STOCKHOLDER RIGHTS.


 


Other than as provided in
Section 2.1(a) or otherwise herein, this Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as
a stockholder of the Company.


 


7. TRANSFER OF WARRANT.


 


Subject to applicable laws
and the restrictions on transfer set forth on the first page of this Warrant, this Warrant and all rights hereunder are transferable,
by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any
transferee designated by Holder. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company
and its counsel.


 


8. LOST, STOLEN, MUTILATED
OR DESTROYED WARRANT.


 


If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


9. NOTICES, ETC.


 


All notices required or permitted
hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when
sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c)
five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the Company at the address listed on the signature page hereto and to Holder at the applicable address set forth on the
applicable signature page to the Note or at such other address as the Company or Holder may designate by 10 days advance written notice
to the other parties hereto.


10. ACCEPTANCE.


 


Receipt of this Warrant by
the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 






     


     


    

 


11. GOVERNING LAW.


 





This Warrant and all rights,
obligations and liabilities hereunder shall be governed by the laws of the State of Delaware.


 


12. AMENDMENT OR WAIVER.


 


Any term of this Warrant may
be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent
of the Company and the Holder. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.


 


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IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its duly authorized officer as of August 15, 2022.


 


	 	
    ACCELERATE DIAGNOSTICS, INC.

	 	 	 
	 	By:	/s/ Jack Phillips
	 	 	Name: Jack Phillips
	 	 	Title: President and Chief Executive Officer 


 









     


     


    

 


NOTICE OF EXERCISE


 


TO: ACCELERATE DIAGNOSTICS, INC.


 


(1) The undersigned hereby
elects to purchase shares of the Common Stock of ACCELERATE DIAGNOSTICS, INC. (the “Company”) pursuant
to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2) Please issue a certificate
or certificates representing said shares of Common Stock of the Company in the name of the undersigned or in such other name as is specified
below:


 


(Name)


 


(Address)


 


(3) The undersigned represents
that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares;
(ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision regarding his/its investment in the Company; (iii) the undersigned is
experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned
is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned
understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions
of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein,
and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered
under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of
Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned
has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability
of current information to the public about the Company; and (vi) the undersigned agrees not to make any disposition of all or any part
of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided
upon the Company’s reasonable request, an opinion of counsel satisfactory to the Company, stating that such registration is not
required.


 


	(Date)	(Signature)
	 	 
	 	(Print name)


 









     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to:


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)


 


Dated: , 20___


 


Holder’s Signature:


 


Holder’s Address:


 


NOTE: The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers
of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant.