First Amendment to Note Exchange Agreement, dated December 11, 2023, between the Company and certain investors named therein

Exhibit 10.3

FIRST AMENDMENT TO

Note Exchange AGREEMENT

This First Amendment to Note Exchange Agreement (this “Amendment”), dated as of December 11, 2023, is entered into by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the undersigned investors constituting Majority Investors.

WHEREAS, reference is made to that certain Note Exchange Agreement, dated as of June 9, 2023 (as may have been amended, supplemented or otherwise modified and as may be amended, supplemented or otherwise modified from time to time, the “Note Exchange Agreement”), by and between the Company and the other parties thereto;

WHEREAS, all capitalized terms used by not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Exchange Agreement;

WHEREAS, pursuant to Section 7.8 of the Note Exchange Agreement, any provision of the Note Exchange Agreement may be waived or amended if, and only if, such waiver or amendment is in writing and signed by the Company and the Majority Investors; and

WHEREAS, the parties desire to amend the Note Exchange Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree to the following:

1.            Defined Terms. As used in this Amendment, the following terms shall have the respective meanings set forth below.

2.            New Securities Purchase Agreement. Section 5.13 of the Note Exchange Agreement is hereby amended and restated as follows:

“New Securities Purchase Agreement. The Company shall consummate the transactions envisioned by the New Securities Purchase Agreement (as defined in the RSA) with the Jack W. Schuler Living Trust no later than February 15, 2024, unless such date is amended by the written consent of the Majority Investors.”

3.             Conditions Precedent to Effectiveness. This Amendment shall be effective on the date (the “Amendment Effective Date”) on which the following conditions shall have been satisfied or waived by the Majority Investors:

4.             Effect of Amendment. Except as expressly amended by this Amendment, the Note Exchange Agreement shall remain in full force and effect and be enforceable against the Parties in accordance with its terms. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument, binding on all of the Parties notwithstanding that all such Parties have not signed the same counterpart. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail transmission of a “.pdf” or other similar data file shall be effective as delivery of a manually executed counterpart to this Amendment. For clarity, this Amendment shall be governed by all provisions of the Note Exchange Agreement (other than as the Note Exchange Agreement is specifically amended herein), unless the context otherwise requires, including (but not limited to) all provisions concerning construction, notices, governing law, jurisdiction, waiver of jury trial and confidentiality, mutatis mutandis.

(Remainder of page intentionally left blank)

IN WITNESS WHEREOF, each of undersigned has caused this Amendment to be duly executed as of the date written above.

Signature Page to First Amendment to Note Exchange Agreement