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 AGREEMENTWarrant Agency Agreement • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
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”).
COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.Common Stock Purchase • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
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. UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
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
PREFUNDED COMMON STOCK PURCHASE WARRANT INTERPACE DIAGNOSTICS GROUP, INC.Prefunded Common Stock Purchase Warrant • June 21st, 2017 • Interpace Diagnostics Group, Inc. • Surgical & medical instruments & apparatus • New York
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”).
