0001493152-19-010885 Sample Contracts

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 19th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • Delaware

This Transition Services Agreement (this “Agreement”) is made as of the 15th day of July, 2019 (the “Effective Date”), by and between Cancer Genetics, Inc., a Delaware corporation (“CGI”) and Interpace BioPharma, Inc., a Delaware corporation (“Buyer”). Buyer and CGI are sometimes referred to herein collectively, as the “Parties” and individually, each a “Party”.

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Contract
Interpace Diagnostics Group, Inc. • July 19th, 2019 • Surgical & medical instruments & apparatus • Delaware

All amounts (including all principal, interest, and other payments) payable by Maker under this Note are and shall be subordinate and junior in right of payment to the prior payment in full in cash of the indebtedness of Maker in favor of Silicon Valley Bank under that certain Loan and security Agreement dated as of November 13, 2018, as may be amended from time to time, and the termination of all related commitments, TO THE EXTENT PROVIDED IN SECTION 7 hereof.

SECURED CREDITOR asset PURCHASE AGREEMENT by and among INTERPACE BIOPHARMA, INC. as the Buyer, partners for growth iv, l.p. as the Seller and CANCER GENETICS, INC. And INTERPACE DIAGNOSTICS GROUP, INC. (solely for purposes of the Specified Sections)...
Secured Creditor Asset Purchase Agreement • July 19th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus

This Secured Creditor Asset Purchase Agreement (this “Agreement”) is made as of July 15, 2019, by and among Interpace BioPharma, Inc., a Delaware corporation (the “Buyer”), Partners for Growth IV, L.P., a Delaware limited partnership (the “Seller”), Cancer Genetics, Inc., a Delaware corporation (including any and all BP Subsidiaries, “CGI”) and, solely for purposes of the Specified Sections, Interpace Diagnostics Group, Inc., a Delaware corporation (“IDXG”). Each of the Buyer, the Seller and CGI is a “Party” and collectively, the “Parties”.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 19th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2019, by and among Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and Ampersand 2018 Limited Partnership, a Delaware limited partnership (including its successors and assigns, a “Purchaser” or the “Purchasers”).

VOTING AGREEMENT
Voting Agreement • July 19th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • Delaware

This VOTING AGREEMENT (this “Agreement”) is entered into as of July 15, 2019 by and among Ampersand 2018 Limited Partnership, a Delaware limited partnership (including its successors and assigns, “Purchaser”) and [●], an individual (“Stockholder”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 19th, 2019 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 15, 2019, by and among Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and Ampersand 2018 Limited Partnership, a Delaware limited partnership (the “Investor” and including its successors and assigns, the “Investors”).

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