Interpace Diagnostics Group, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.
Common Stock Purchase Warrant • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 21, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”: provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a secu

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R&G Draft of 10/20/99 __________ Shares PROFESSIONAL DETAILING, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT November __, 1999
Underwriting Agreement • December 16th, 1999 • Professional Detailing Inc • Services-business services, nec • New York
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INTRODUCTION
Registration Rights Agreement • May 26th, 1999 • Professional Detailing Inc • Services-business services, nec • Delaware
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INTERPACE DIAGNOSTICS GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20__ Subordinated Securities
Indenture • October 5th, 2018 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

Indenture, dated as of [●], 20__, among Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

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Interpace Diagnostics Group, Inc. 9,333,334 Shares of Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • January 29th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

Interpace Diagnostics Group, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 9,333,334 shares of its common stock, par value $0.01 per share (the “Shares”). The 9,333,334 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,400,000 Shares as provided in ‎Section 2. The additional 1,400,000 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered

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OFFICE LEASE BETWEEN
Office Lease • February 13th, 1998 • Professional Detailing Inc • New Jersey
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AMONG
Merger Agreement • May 26th, 1999 • Professional Detailing Inc • Services-business services, nec • Delaware
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PREFUNDED COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.
Warrant Agreement • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of _______, 2017, between the Company and Maxim Group LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (file No. 333-218140). This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to the Underwriting Agreement (collectively, the “Warrants”).

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par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • November 2nd, 2015 • Pdi Inc • Services-business services, nec • New York

PDI, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

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WITNESSETH: -----------
Employment Agreement • March 30th, 1998 • Professional Detailing Inc • Services-business services, nec • New Jersey
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Contract
Securities Agreement • October 12th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

THIS SECURITY HAS 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”), 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES

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Interpace Diagnostics Group, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of June 21, 2017 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

WARRANT AGENCY AGREEMENT, dated as of June 21, 2017 (the “Agreement”), between Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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EXHIBIT 10.13 EXCLUSIVE LICENSE AGREEMENT FOR TOSTREX(TM)
Exclusive License Agreement • March 11th, 2003 • Pdi Inc • Services-business services, nec • New York
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Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of May, 2001, by and among PDI, INC., a Delaware corporation (the "Company"), having its principal place of business at 10...
Employment Agreement • March 13th, 2002 • Professional Detailing Inc • Services-business services, nec • New Jersey
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EXHIBIT 10.7
Security and Pledge Agreement • March 4th, 1999 • Professional Detailing Inc • Services-business services, nec • New Jersey
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STUART CASS,
Asset Purchase Agreement • August 31st, 2004 • Pdi Inc • Services-business services, nec • Delaware
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COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.
Common Stock Purchase Warrant • January 20th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), up to _____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EXHIBIT 10.11 ================================================================= =============== $60,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT
Revolving Credit Facility • March 13th, 2002 • Professional Detailing Inc • Services-business services, nec • New York
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UNDERWRITER COMMON STOCK PURCHASE WARRANT Interpace Diagnostics Group, Inc.
Underwriter Common Stock Purchase Warrant • January 29th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on January 29, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement.

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PDI, Inc. INDENTURE Dated as of DEBT SECURITIES Trustee
Indenture • May 19th, 2011 • Pdi Inc • Services-business services, nec • Delaware

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an aggregate principal amount of up to ________________ to be issued from time to time in one or more series as provided in this Indenture; and

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Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of May, 2001, by and among PDI, INC., a Delaware corporation (the "Company"), having its principal place of business at 10...
Employment Agreement • March 13th, 2002 • Professional Detailing Inc • Services-business services, nec • New Jersey
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 20th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 20, 2017, between Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 3rd, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 3, 2017, between Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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WITNESSETH: -----------
Employment Agreement • March 30th, 1998 • Professional Detailing Inc • Services-business services, nec • New Jersey
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INTERPACE DIAGNOSTICS GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of: (i) 9,900,000 shares (“Firm Shares”) of the Company’s common stock, $0.01 par value per share (“Shares”), (ii) warrants to purchase 12,500,000 Shares at an exercise price equal to $1.25 per share (“Base Warrants”), and (iii) warrants to purchase 2,600,000 Shares at an exercise price equal to $0.01 per share (“Pre-Funded Warrants”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). Each Firm Share shall be sold together with a Base Warrant to purchase one Share; or, alternatively, each Pre-Funded Warrant shall be sold, in lieu of a Share, together with a Base Warrant to purchase one Share. Such Base Warrants and Pre-Funded Warrants are hereinafter collectively called the “Firm Warrants,” a

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COMMON STOCK EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 20th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 22nd, 2020 • Interpace Biosciences, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 13, 2018 (the “Effective Date”), by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) INTERPACE DIAGNOSTICS GROUP, INC., a Delaware corporation (“IDG”), (ii) INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation (“IDC”), and (iii) INTERPACE DIAGNOSTICS, LLC, a Delaware limited liability company (“IDLLC”) (IDG, IDC and IDLLC are hereinafter jointly and severally, individually and collectively “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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SECURITY AGREEMENT
Security Agreement • May 11th, 2021 • Interpace Biosciences, Inc. • Surgical & medical instruments & apparatus • Delaware

This SECURITY AGREEMENT, dated as of January 7, 2021 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by INTERPACE BIOSCIENCES, INC., a Delaware corporation (the “Grantor”), in favor of Ampersand 2018 Limited Partnership, a Delaware limited partnership, in its capacity as collateral agent pursuant to the Notes (as hereinafter defined), as secured party (in such capacity, the “Secured Party”).

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INTERPACE DIAGNOSTICS GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 13th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
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INTERPACE BIOSCIENCES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 17th, 2020 • Interpace Biosciences, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is effective as of January __, 2020, by and between Interpace Biosciences, Inc., a Delaware corporation (the “Company” or “Interpace”), and [ ] (“Indemnitee”).

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Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 5th day of January 2004, by and among PDI, INC., a Delaware corporation (the "Company"), having its principal place of business at 10 Mountainview Road,...
Employment Agreement • March 4th, 2004 • Pdi Inc • Services-business services, nec • New Jersey
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Jack E. Stover President and Chief Executive Officer Morris Corporate Center 1, Building A 300 Interpace Parkway Parsippany, NJ 07054 Dear Mr. Stover:
Placement Agent Agreement • January 20th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the placement agent for the Company, on a best efforts basis, in connection with the proposed placement (the “Placement”) of an aggregate of 855,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and warrants (the “Warrants”) to purchase an aggregate of 855,000 shares of Common Stock (the “Warrant Shares”) pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. The Shares, Warrants and Warrant Shares are hereinafter referred to collectively as the “Securities.” The terms of the Placement and the Secu

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WARRANT EXERCISE AGREEMENT
Warrant Exercise Agreement • October 12th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus

This Warrant Exercise Agreement (this “Agreement”), dated as of October 12, 2017, is by and between Interpace Diagnostics Group, Inc. a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

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EXHIBIT 10.11
Employment Agreement • March 11th, 2003 • Pdi Inc • Services-business services, nec • New Jersey
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CREDIT AND SECURITY AGREEMENT by and among INTERPACE DIAGNOSTICS GROUP, INC., INTERPACE DIAGNOSTICS CORPORATION, INTERPACE DIAGNOSTICS, LLC AND ANY ADDITIONAL ENTITY THAT MAY HEREAFTER BE ADDED AS A BORROWER
Credit and Security Agreement • October 4th, 2016 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of September 28, 2016, is entered into by and among INTERPACE DIAGNOSTICS GROUP, INC., a Delaware corporation (“Interpace”), INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation (“IDC”), and INTERPACE DIAGNOSTICS, LLC, a Delaware limited liability company (“IDL”), and any additional borrower that may hereafter be added to this Agreement (together with Interpace, IDG, and IDL, individually and/or collectively, “Borrower” and/or “Borrowers”), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the “Lender”).

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