Assignment and Assumption Agreement

Exhibit 10.9

Assignment and Assumption Agreement

This Assignment and Assumption Agreement (the “Agreement”), effective as of September 18, 2023 (the “Effective Date”), is by and between Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services (“Seller”), and Precision Pathology Laboratory Services, LLC, a Texas limited liability company (“Buyer”).

WHEREAS, Seller and Buyer have entered into a certain ASSET PURCHASE AGREEMENT, dated as of September 18, 2023 (the “Purchase Agreement”), pursuant to which, among other things, Seller has agreed to assign all of its rights, title and interests in, and ▇▇▇▇▇ has agreed to assume all of Seller’s duties and obligations under, the Assumed Contracts and the Assumed Leases (each of the foregoing as defined in the Purchase Agreement).

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement.

2. Assignment and Assumption. Seller hereby sells, assigns, grants, conveys and transfers to Buyer all of Seller’s right, title and interest in and to the Assumed Contracts and the Assumed Leases. ▇▇▇▇▇ hereby accepts such assignment and assumes all of Seller’s duties and obligations under the Assumed Contracts and the Assumed Leases and agrees to pay, perform and discharge, as and when due, all of the obligations of Seller under the Assumed Contracts and the Assumed Leases accruing on and after the Effective Date.

3. Terms of the Purchase Agreement. The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assumed Contracts and the Assumed Leases are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, .pdf, DocuSign, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

6. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

	BUYER:
	PRECISION PATHOLOGY LABORATORY SERVICES, LLC
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Manager
	SELLER:
	VILLAGE OAKS PATHOLOGY SERVICES, P.A., D/B/A PRECISION PATHOLOGY SERVICES
	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
	Title:	President