COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.Common Stock Purchase Warrant • March 27th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, RedPath Equityholder Representative, LLC, a Delaware limited liability company, 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 September 22, 2017 (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 of the Company, par value $.01 per share (the “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).
AMENDED AND RESTATED GUARANTYGuaranty • March 27th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED GUARANTY, dated as of March 23, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Hudson Bay Master Fund Ltd (in its capacity as a holder of Notes (as defined below), including its successors, transferees and assigns, the “Investor”) pursuant to that certain Exchange Agreement, dated as of March 22, 2017 (as amended, restated, extended, replaced or otherwise modified from time to time, the “Exchange Agreement”)
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 27th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”), dated March 23, 2017, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Hudson Bay Master Fund Ltd (the “Investor”). All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 27th, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of March 23, 2017 (this “Agreement”), made by Interpace Diagnostics Group, Inc., a Delaware corporation with offices located at 300 Interpace Parkway Morris Corporate Center 1, Building A, Parsippany, NJ 07054 (the “Company”), and each of the undersigned Material Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Hudson Bay Master Fund Ltd (in its capacity as a holder of Notes (as defined below), including its successors, transferees and assigns, the “Investor”) pursuant to that certain Exchange Agreement, dated as of March 22, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Exchange Agreement”).
