0001437749-17-000272 Sample Contracts

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 5th, 2017 • Surgical & medical instruments & apparatus • New York

This letter (the “Agreement”) constitutes the amended and restated agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), effective as of January 3, 2017, 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 up to 630,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). This Agreement hereby amends and restates that certain letter agreement, dated January 3, 2017, by and between the Placement Agent and the Company. The 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

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AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 5th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus

This Amendment to Securities Purchase Agreement (this “Amendment”), effective as of January 3, 2017, is made 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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