SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2016 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2016, 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”).
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 • December 19th, 2016 • 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 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), and prepaid warrants (the “Warrants”) to purchase an aggregate of 1,600,000 shares of Common Stock (the “Warrant Shares”). The Shares, Warrants and Warrant Shares are hereinafter referred to collectively as the “Securities.” The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim has or would have the power or authority to bind the Company or any Purchaser or an obligation for
PREPAID COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, inc.Prepaid Common Stock Purchase Warrant • December 19th, 2016 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus
THIS PREPAID 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”) until exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), up to 1,600,000 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).
