0001054102-15-000053 Sample Contracts

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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LIMITED WAIVER, CONSENT AND AMENDMENT NO. 2 TO NOTE
Limited Waiver, Consent and Amendment No. 2 to Note • November 2nd, 2015 • Pdi Inc • Services-business services, nec

This Limited Waiver, Consent and Amendment No. 2 to Note (“Waiver and Consent”), dated as of October 30, 2015, is entered into by and among Redpath Equityholder Representative, LLC, a Delaware limited liability company (“Payee”), PDI, Inc., a Delaware corporation (“PDI”) and Interpace Diagnostics, LLC a Delaware limited liability company (“Parent” and together with PDI, the “PDI Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subordination Agreement (as defined below).

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