EXHIBIT 10.11 ================================================================= =============== $60,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENTCredit Agreement • March 13th, 2002 • Professional Detailing Inc • Services-business services, nec • New York
R&G Draft of 10/20/99 __________ Shares PROFESSIONAL DETAILING, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT November __, 1999Underwriting Agreement • December 16th, 1999 • Professional Detailing Inc • Services-business services, nec • New York
INTRODUCTIONRegistration Rights Agreement • May 26th, 1999 • Professional Detailing Inc • Services-business services, nec • Delaware
ContractInterpace Diagnostics Group, Inc. • October 12th, 2017 • 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
WITNESSETH: -----------Employment Agreement • March 30th, 1998 • Professional Detailing Inc • Services-business services, nec • New Jersey
COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.Interpace Diagnostics Group, Inc. • January 20th, 2017 • 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).
OFFICE LEASE BETWEENOffice Lease • February 13th, 1998 • Professional Detailing Inc • New Jersey
INTERPACE DIAGNOSTICS GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20__ Subordinated SecuritiesIndenture • 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”):
AMONGAgreement and Plan of Merger • May 26th, 1999 • Professional Detailing Inc • Services-business services, nec • Delaware
par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementPdi Inc • November 2nd, 2015 • 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:
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 AGREEMENTWarrant 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
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
EXHIBIT 10.13 EXCLUSIVE LICENSE AGREEMENT FOR TOSTREX(TM)Exclusive License Agreement • March 11th, 2003 • Pdi Inc • Services-business services, nec • New York
COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.Common Stock Purchase • 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
EXHIBIT 10.7Security and Pledge Agreement • March 4th, 1999 • Professional Detailing Inc • Services-business services, nec • New Jersey
PDI, Inc. INDENTURE Dated as of DEBT SECURITIES TrusteeIndenture • 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
INTERPACE DIAGNOSTICS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities 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”).
WITNESSETH: -----------Employment Agreement • March 30th, 1998 • Professional Detailing Inc • Services-business services, nec • New Jersey
COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity 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:
LOAN AND SECURITY AGREEMENTLoan 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:
SECURITY AGREEMENTSecurity 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”).
Exhibit 10.7 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
INTERPACE DIAGNOSTICS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting 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
Jack E. Stover President and Chief Executive Officer Morris Corporate Center 1, Building A 300 Interpace Parkway Parsippany, NJ 07054 Dear Mr. Stover:Interpace Diagnostics Group, Inc. • January 20th, 2017 • 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
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
INTERPACE BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification 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”).
EXHIBIT 10.11Employment Agreement • March 11th, 2003 • Pdi Inc • Services-business services, nec • New Jersey
WARRANT EXERCISE AGREEMENTWarrant 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”).
PREFUNDED COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.Prefunded Common Stock Purchase Warrant • 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”).
Shares PROFESSIONAL DETAILING, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT_______________ Shares • February 13th, 1998 • Professional Detailing Inc • New York
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 BORROWERCredit 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”).
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
INTERPACE BIOSCIENCES, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE ANDStock Option Agreement • November 14th, 2019 • Interpace Biosciences, Inc. • Surgical & medical instruments & apparatus • Delaware
Interpace Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
