Interpace Diagnostics Group, Inc. Sample Contracts

Interpace Diagnostics Group, Inc. – COMMON STOCK EQUITY DISTRIBUTION AGREEMENT (September 20th, 2019)

Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:

Interpace Diagnostics Group, Inc. – BioPharma (A Business of Cancer Genetics, Inc.) Special Purpose Combined Statements of Revenues and Direct Expenses For the years ended December 31, 2018 and 2017 Contents (September 20th, 2019)

We have audited the accompanying special purpose combined statements of revenues and direct expenses of BioPharma, a business of Cancer Genetics, Inc., for the years ended December 31, 2018 and 2017, and the related notes to the special purpose combined financial statements.

Interpace Diagnostics Group, Inc. – BioPharma (A Business of Cancer Genetics, Inc.) Special Purpose Interim Combined Statements of Revenues and Direct Expenses For the six-months ended June 30, 2019 and 2018 (Unaudited) Contents (September 20th, 2019)

The accompanying notes to special purpose interim combined financial statements are an integral part of these abbreviated financial statements.

Interpace Diagnostics Group, Inc. – BioPharma (A Business of Cancer Genetics, Inc.) Special Purpose Combined Statement of Assets Acquired and Liabilities Assumed As of July 15, 2019 Contents (September 20th, 2019)

We have audited the accompanying special purpose combined statement of assets acquired and liabilities assumed of BioPharma, a business of Cancer Genetics, Inc., as of July 15, 2019 and the related notes to the special purpose combined financial statement.

Interpace Diagnostics Group, Inc. – INTERPACE DIAGNOSTICS GROUP, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (September 20th, 2019)

On July 15, 2019, Interpace Diagnostics Group, Inc. (the “Company”), through a private foreclosure sale from Partners for Growth IV, L.P., acquired substantially all assets and assumed certain liabilities of Cancer Genetics, Inc.’s biopharma services business (“BioPharma” or “Business”, as defined in the asset purchase agreement). This acquisition is further described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 19, 2019.

Interpace Diagnostics Group, Inc. – SECURITIES PURCHASE AGREEMENT (July 19th, 2019)

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”).

Interpace Diagnostics Group, Inc. – INTERPACE DIAGNOSTICS GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (July 19th, 2019)

INTERPACE DIAGNOSTICS GROUP, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in accordance with Section 151 of the DGCL, the following resolution was duly adopted by the Board of Directors of the Corporation on July 12, 2019:

Interpace Diagnostics Group, Inc. – VOTING AGREEMENT (July 19th, 2019)

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”).

Interpace Diagnostics Group, Inc. – Contract (July 19th, 2019)

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.

Interpace Diagnostics Group, Inc. – INVESTOR RIGHTS AGREEMENT (July 19th, 2019)

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”).

Interpace Diagnostics Group, Inc. – TRANSITION SERVICES AGREEMENT (July 19th, 2019)

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”.

Interpace Diagnostics Group, Inc. – 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) Dated as of July 15, 2019 (July 19th, 2019)

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”.

Interpace Diagnostics Group, Inc. – EMPLOYMENT SEPARATION AGREEMENT (March 21st, 2019)

This Employment Separation Agreement (the “Agreement”) is effective as of March 25, 2015, and is made by and between Interpace Diagnostics, LLC (together with Interpace Diagnostics Corporation and PDI, Inc. the “Company”), having its principal place of business at 300 Interpace Parkway, Parsippany, New Jersey 07054, and Gregory Richard (the “Executive”), residing at 282 11th Avenue, New York, NY 10001, collectively referred to as the “Parties,” pursuant to which the Parties agree:

Interpace Diagnostics Group, Inc. – Interpace Diagnostics Group, Inc. 9,333,334 Shares of Common Stock (par value $0.01 per share) Underwriting Agreement (January 29th, 2019)
Interpace Diagnostics Group, Inc. – UNDERWRITER COMMON STOCK PURCHASE WARRANT Interpace Diagnostics Group, Inc. (January 29th, 2019)

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.

Interpace Diagnostics Group, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 11th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 5, 2018 (the “Effective Date”), by and between Interpace Diagnostics Group, Inc. (together with Interpace Diagnostics, LLC and Interpace Diagnostics Corporation, the “Company”), having its principal place of business at 300 Interpace Parkway, Parsippany, New Jersey 07054, and Jack E. Stover (the “Executive”).

Interpace Diagnostics Group, Inc. – Interpace Diagnostics Reports Third Quarter 2018 Financial Results, Business Progress and Recent Accomplishments Conference Call Tuesday, November 13, 2018 at 4:30 pm ET (November 13th, 2018)

PARSIPPANY, NJ, Nov. 13, 2018— Interpace Diagnostics Group, Inc. (NASDAQ: IDXG), a fully integrated commercial and bioinformatics company that provides clinically useful molecular diagnostic tests and pathology services for improved patient diagnosis and management, today announced financial results and business progress for the quarter ended September 30, 2018, as well as recent accomplishments.

Interpace Diagnostics Group, Inc. – INTERPACE DIAGNOSTICS GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20__ Senior Debt Securities (October 5th, 2018)

Indenture, dated as of [●], 20__, among Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

Interpace Diagnostics Group, Inc. – INTERPACE DIAGNOSTICS GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20__ Subordinated Securities (October 5th, 2018)

Indenture, dated as of [●], 20__, among Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

Interpace Diagnostics Group, Inc. – non-qualified STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED 2004 STOCK AWARD AND INCENTIVE PLAN (May 15th, 2018)

This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made between Interpace Diagnostics Group, Inc., a Delaware corporation formerly known as PDI, Inc. (the “Company”), and First Name Last Name (the “Participant”).

Interpace Diagnostics Group, Inc. – INCENTIVE STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED 2004 STOCK AWARD AND INCENTIVE PLAN (May 15th, 2018)

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made between Interpace Diagnostics Group, Inc., a Delaware corporation formerly known as PDI, Inc. (the “Company”), and First Name Last Name (the “Participant”).

Interpace Diagnostics Group, Inc. – Interpace Diagnostics Group, Inc., INC. 2004 STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (May 15th, 2018)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into as of Grant Date (the “Grant Date”), by and between Interpace Diagnostics Group, Inc., Inc. (the “Company”) and First Name Last Name (the “Participant”).

Interpace Diagnostics Group, Inc. – INTERPACE DIAGNOSTICS GROUP, INC. 2004 STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (May 15th, 2018)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into as of Grant Date (the “Grant Date”), by and between Interpace Diagnostics Group, Inc. (the “Company”) and First Name Last Name (the “Participant”).

Interpace Diagnostics Group, Inc. – SECOND LEASE AMENDMENT (March 23rd, 2018)

THIS SECOND LEASE AMENDMENT (this “Second Amendment”) is made and entered into as of March 15, 2018 by and between SADDLE LANE REALTY, LLC, a Pennsylvania limited liability company (“Landlord”) and INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation (“Tenant”).

Interpace Diagnostics Group, Inc. – EMPLOYMENT AGREEMENT (March 23rd, 2018)

This Employment Agreement (this “Agreement”) is entered into as of March 16, 2018 (the “Effective Date”) by and between Interpace Diagnostics Group, Inc. (together with Interpace Diagnostics, LLC and Interpace Diagnostics Corporation, the “Company”) having its principal place of business at Morris Corporate Center, Building C, 300 Interpace Parkway, Parsippany, New Jersey 07054, and James Early (the “Chief Financial Officer, Corporate Secretary and Treasurer”).

Interpace Diagnostics Group, Inc. – Contract (October 12th, 2017)

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES

Interpace Diagnostics Group, Inc. – WARRANT EXERCISE AGREEMENT (October 12th, 2017)

This Warrant Exercise Agreement (this “Agreement”), dated as of October 12, 2017, is by and between Interpace Diagnostics Group, Inc. a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

Interpace Diagnostics Group, Inc. – COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC. (June 21st, 2017)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. 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 June 21, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”: provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) 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 shall initially be issued and maintained in the form of a secu

Interpace Diagnostics Group, Inc. – Interpace Diagnostics Group, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of June 21, 2017 WARRANT AGENCY AGREEMENT (June 21st, 2017)

WARRANT AGENCY AGREEMENT, dated as of June 21, 2017 (the “Agreement”), between Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

Interpace Diagnostics Group, Inc. – PREFUNDED COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC. (June 21st, 2017)

This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of _______, 2017, between the Company and Maxim Group LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (file No. 333-218140). This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to the Underwriting Agreement (collectively, the “Warrants”).

Interpace Diagnostics Group, Inc. – INTERPACE DIAGNOSTICS GROUP, INC. UNDERWRITING AGREEMENT (June 21st, 2017)

Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of: (i) 9,900,000 shares (“Firm Shares”) of the Company’s common stock, $0.01 par value per share (“Shares”), (ii) warrants to purchase 12,500,000 Shares at an exercise price equal to $1.25 per share (“Base Warrants”), and (iii) warrants to purchase 2,600,000 Shares at an exercise price equal to $0.01 per share (“Pre-Funded Warrants”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). Each Firm Share shall be sold together with a Base Warrant to purchase one Share; or, alternatively, each Pre-Funded Warrant shall be sold, in lieu of a Share, together with a Base Warrant to purchase one Share. Such Base Warrants and Pre-Funded Warrants are hereinafter collectively called the “Firm Warrants,” a

Interpace Diagnostics Group, Inc. – June 16, 2017 (June 16th, 2017)

We have acted as counsel to Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 16, 2017 (as amended, the “Registration Statement”) pursuant to the requirements of Rule 462(b) of the Securities Act of 1933, as amended (the “Act”). The Registration Statement incorporates by reference the Registration Statement on Form S-1 filed by the Company on May 22, 2017 (the “Original Registration Statement”, File No. 333-218140), as amended by Pre-Effective Amendment No. 1 filed with the Commission on June 7, 2017, Pre-Effective Amendment No. 2 filed with the Commission on June 13, 2017 (the “Second Amendment”) and Pre-Effective Amendment No. 3 filed with the Commission on June 13, 2017. The Registration Statement relates to the registration under the Act (the “Offering”) of (i) up to an additional $862,500 o

Interpace Diagnostics Group, Inc. – June 13, 2017 (June 13th, 2017)

We have acted as counsel to Interpace Diagnostics Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-1 (File No. 333-218140) filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 22, 2017, as amended by Pre-Effective Amendment No. 1 filed with the Commission on June 7, 2017 and Pre-Effective Amendment No. 2 filed with the Commission on the date hereof (as amended, the “Registration Statement”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration under the Act (the “Offering”) of (i) up to 8,542,857 shares (“Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as such number of shares may be modified by a subsequent amendment to the registration statement, (ii) up to 8,542,857 warrants to purchase shares of Common Stock (the “Common Warrants”), as suc

Interpace Diagnostics Group, Inc. – COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC. (June 13th, 2017)

THIS 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 that is 180 days from the effective date (“Effective Date”) of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Effective 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. 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).

Interpace Diagnostics Group, Inc. – PREFUNDED COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC. (June 13th, 2017)

This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of _______, 2017, between the Company and Maxim Group LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (file No. 333-218140). This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to the Underwriting Agreement (collectively, the “Warrants”).