Interpace Diagnostics Group, Inc. 9,333,334 Shares of Common Stock (par value $0.01 per share) Underwriting AgreementInterpace Diagnostics • January 29th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
Interpace Diagnostics Group, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 9,333,334 shares of its common stock, par value $0.01 per share (the “Shares”). The 9,333,334 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,400,000 Shares as provided in Section 2. The additional 1,400,000 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered
UNDERWRITER COMMON STOCK PURCHASE WARRANT Interpace Diagnostics Group, Inc.Interpace Diagnostics Group, Inc. • January 29th, 2019 • Surgical & medical instruments & apparatus • New York
THIS UNDERWRITER 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”) and until on or prior to 5:00 p.m. (New York City time) on January 29, 2022 (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. 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). This Warrant is being issued pursuant to the Underwriting Agreement.
