INDENTURE dated as of , 202 , (the Base Indenture), by and among
BIORA THERAPEUTICS, INC., a Delaware corporation (the Company) and [ ], as trustee (the Trustee).
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Companys
debt securities issued under this Base Indenture:
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
Affiliate means, when used with reference to a specified person, any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Person specified.
Agent means any Registrar, Paying
Agent or co-Registrar or agent for service of notices and demands.
Authorizing
Resolution means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board delegation authorizing a Series of Securities.
Bankruptcy Law means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of
debtors.
Board of Directors means the Board of Directors of the Company or any duly authorized committee thereof.
Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents
(however designated) of or in such Persons capital stock or other equity interests.
Company means the party
named as such in this Indenture until a successor replaces it pursuant to the Indenture and thereafter means the successor.
control means, when used with respect to any Person, the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
Default means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of
Default.
Definitive Security means a certificated Security registered in the name of the Securityholder thereof.
Depositary means, with respect to Securities of any Series which the Company shall determine will be issued in whole or in
part as a Global Security, DTC, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, and any other applicable U.S. or foreign statute or regulation, which, in each case, shall be designated by the Company
pursuant to Section 2.01.
Dollars and $ mean United States Dollars.
DTC means The Depository Trust Company, New York, New York.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Foreign Currency means any currency, currency unit or composite currency, including, without limitation, the Euro, issued
by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments.
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