EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • New Jersey
This Employment Separation Agreement (the “Agreement”) is effective as of 10/10/11, by and between PDL, Inc., a Delaware corporation (the “Company”), having its principal place of business at 300 Interpace Parkway, Parsippany, New Jersey 07054, and Gerald Melillo, residing at [**********], (the “Executive”), pursuant to which the aforementioned parties agree:
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • Delaware
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of October 31, 2014, by and among PDI, Inc., a Delaware Corporation (the “Borrower”), REDPATH EQUITYHOLDER REPRESENTATIVE, LLC, a Delaware limited liability company (the “Junior Lender”), and SWK Funding LLC, a Delaware limited liability company, as the agent, sole lead arranger and sole bookrunner under the Senior Credit Agreement defined below (together with its permitted successors and assigns in such capacity, including in such capacity under any Permitted Refinancing Debt (as hereinafter defined), the “Senior Agent”).
ContractPdi Inc • March 5th, 2015 • Services-business services, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.
CREDIT AGREEMENT among PDI, Inc. as Borrower, SWK Funding LLC, as Agent, Sole Lead Arranger and Sole Bookrunner, and the financial institutions party hereto from time to time as lenders Dated as of October 31, 2014Credit Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • New Jersey
This CREDIT AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of October 31, 2014 (the “Closing Date”), among PDI, INC., a Delaware corporation (“Borrower”), the financial institutions party hereto from time to time as lenders (each, a “Lender” and collectively, the “Lenders”) and SWK FUNDING LLC (in its individual capacity, “SWK”), as Agent for all Lenders.
LEASE AGREEMENTLease Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • Connecticut
THIS AGREEMENT is made as of the28th day of June, 2006, by and between WE 2 CHURCH STREET SOUTH LLC, a Connecticut limited partnership having an address of c/o Winstanley Enterprises LLC, 150 Baker Avenue Extension, Suite 303, Concord, Massachusetts 01742 (“Landlord”), and JS GENETICS, LLC, a Delaware limited liability company, having an address at 2 Church Street South, Suite B-05B, New Haven, Connecticut 06519 (“Tenant”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of October 31, 2014 among PDI, INC., GROUP DCA, LLC, INTERPACE BIOPHARMA, LLC, INTERPACE DIAGNOSTICS, LLC, JS GENETICS, INC., REDPATH ACQUISITION SUB, INC., as Grantors, and SWK FUNDING LLC,Guarantee and Collateral Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 31, 2014 (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, “Grantors”), in favor of SWK FUNDING LLC, as Agent (“Agent”) for the benefit of all Lenders party to the Credit Agreement (as hereafter defined).
AMENDMENT NO. 2 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 2 TO LEASE (this “Amendment”) is made and entered into as of the 29th day of August, 2008 by and between Landlord and Tenant named below:
LEASE RENEWAL between SPRING WAY CENTER, LLC and REDPATH INTEGRATED PATHOLOGY, INC.Lease • March 5th, 2015 • Pdi Inc • Services-business services, nec
This constitutes a Two (2) Year lease renewal for office/lab space leased by Spring Way Center, LLC (Lessor) to RedPath Integrated Pathology, Inc. (Tenant).
CONTINGENT CONSIDERATION AGREEMENTContingent Consideration Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • Delaware
This Contingent Consideration Agreement (this “Agreement”) is entered into as of October 31, 2014, by and among PDI, Inc., a Delaware corporation (“PDI”), Interpace Diagnostics, LLC, a Delaware limited liability company (“Parent”), and RedPath Equityholder Representative, LLC, a Delaware limited liability company, solely in its capacity as Equityholder Representative (the “Equityholder Representative”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of October 31, 2014 among PDI, INC., GROUP DCA, LLC, EMTERPACE BIOPHARMA, LLC, INTERPACE DIAGNOSTICS, LLC, JS GENETICS, INC., REDPATH ACQUISITION SUB, INC. as Grantors, and REDPATH EQUITYHOLDER...Guarantee and Collateral Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 31, 2014 (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), made by each signatoiy hereto (together with any other Person that becomes a party hereto as provided herein, “Grantors”), in favor of RedPath Equityholder Representative, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
AMENDMENT NO. 1 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 1 TO LEASE (this “Amendment”) is made and entered into as of the 18th day of September, 2007 by and between Landlord and Tenant named below:
AGREEMENT AND PLAN OF MERGER by and among REDPATH INTEGRATED PATHOLOGY, INC., PDI, INC., INTERPACE DIAGNOSTICS, LLC, REDPATH ACQUISITION SUB, INC. and REDPATH EQUITYHOLDER REPRESENTATIVE, LLC as EQUITYHOLDER REPRESENTATIVE,Agreement and Plan of Merger • March 5th, 2015 • Pdi Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2014 (this ”Agreement”), by and among (i) PDI, Inc., a Delaware corporation (“PDI”), (ii) Interpace Diagnostics, LLC, a Delaware limited liability company (“Parent”), (ii) RedPath Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) RedPath Integrated Pathology, Inc., a Delaware corporation (the “Company”), and (iv) RedPath Equityholder Representative, LLC, a Delaware limited liability company, solely in its capacity as Equityholder Representative (the ”Equityholder Representative”).
LEASE SPRING WAY CENTERLease • March 5th, 2015 • Pdi Inc • Services-business services, nec • Pennsylvania
AMENDMENT NO. 4 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 4 TO LEASE (this “Amendment”) is made and entered into as of the 16th day of September, 2010 by and between Landlord and Tenant named below:
CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTAnd Non-Solicitation Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • New Jersey
THIS AGREEMENT is made this 10th day of October, 2011, between PDI, Inc., its subsidiaries, divisions and affiliated companies (hereinafter called the “Employer” or “PDI”), and Gerald Melillo (hereinafter called “Employee”).
AMENDMENT NO. 3 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 3 TO LEASE (this “Amendment”) is made and entered into as of the 8th day of April, 2009 by and between Landlord and Tenant named below:
AMENDED AND RESTATED EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec • New Jersey
This Amended and Restated Employment Separation Agreement (this “Agreement”), effective as of October 20, 2014, is entered into by and between PDI, Inc., a Delaware corporation (the “Company”), having its principal place of business at Morris Corporate Center I, Building A, 300 Interpace Parkway, Parsippany, New Jersey, and Mr. Jeffrey E. Smith, residing at [ **********] (the “Executive”).
AMENDMENT NO. 5 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 5 TO LEASE (this “Amendment”) is made and entered into as of the 15th day of September, 2011 by and between Landlord and Tenant named below:
SETTLEMENT AGREEMENTSettlement Agreement • March 5th, 2015 • Pdi Inc • Services-business services, nec
This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice (the “United States”) and RedPath Integrated Pathology Incorporated (“RedPath”), (hereinafter jointly referred to as “the Parties”), through their undersigned counsel and/or authorized representatives
AMENDMENT NO. 7 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 7 TO LEASE (this “Amendment”) is made and entered into as of the 29th day of August, 2014 by and between Landlord and Tenant named below:
AMENDMENT NO. 6 TO LEASELease • March 5th, 2015 • Pdi Inc • Services-business services, nec
THIS AMENDMENT NO. 6 TO LEASE (this “Amendment”) is made and entered into as of the 5th day of March, 2014 by and between Landlord and Tenant named below:
