Exhibit 10.1


 


Eleventh
Amendment to Lease


 


This
Eleventh Amendment to Lease (“Eleventh Amendment”) is entered into and effective June 1, 2020 (“Effective Date”)
by and between Southport Business Park Limited Partnership, a North Carolina limited partnership (“Landlord”)
and Interpace Pharma, Solutions, Inc. (f/k/a Interpace BioPharma, Inc.), a Delaware corporation, a wholly
owned affiliate of Interpace Biosciences, Inc., a Delaware corporation (“Tenant”).


 


RECITALS:


 


A.
Landlord and Tenant (or its successors-in-interest) previously entered into a certain Lease Agreement dated June 12, 2004, as
amended by that certain letter agreement dated October 21, 2004, as amended by that certain Second Amendment to Lease dated
June 17, 2005, as amended by that certain Letter Agreement dated September 19, 2005, as amended by that certain Third
Amendment to Lease dated May 25, 2006, as amended by that certain Fourth Amendment to Lease dated December 20, 2007, as
amended by that certain Fifth Amendment to Lease dated June 15, 2009, as amended by that certain Sixth Amendment to Lease
dated June 3, 2010, as amended by that certain Seventh Amendment to Lease dated October 26, 2010, as amended by that certain
Eighth Amendment to Lease dated July 29, 2011, as amended by that certain Ninth Amendment to Lease dated November 7, 2012, as
amended and assigned by that certain Tenth Amendment to Lease, Assignment, Assumption, and Consent to Assignment dated July
15, 2014, as assigned by that certain Assignment of Lease dated July 15, 2019 (collectively, the “Lease”) for
certain premises consisting of approximately 24,906 sq. ft. known as Suite 400 (“Premises”) located in the
building situated at 133 Southcenter Court, Morrisville, North Carolina 27650.


 


B.
The current term of the Lease (“Term”) is set to expire on May 31, 2020.


 


C.
Landlord and Tenant desire to enter into this Eleventh Amendment for the purpose of revising certain terms of the Lease,
including extension of the Term, as set out with specificity below.


 


NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree
as follows:


 


1. Recitals.
The foregoing recitals are true, accurate and are incorporated herein by reference. The capitalized terms which are not
defined herein shall have the same meaning as otherwise set out in the Lease.


 


2. Extension
of Term. Landlord and Tenant extend the Term of the Lease for ten (10) additional years, commencing on June 1, 2020 and
continuing until 11:59 p.m. (Eastern time) on May 31, 2030.


 




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3. Rent.


 


(a)
Minimum Rent. Commencing on June 1, 2020, Tenant shall pay rent (“Minimum
Annual Rent”) to Landlord in equal consecutive monthly installments (“Monthly Minimum Rent”) due on the first
day of each calendar month in the amounts set forth below, and otherwise in accordance with the terms of the Lease:


 


	Dates	 	 	Rent/RSF	 	 	Monthly Minimum Rent	 	 	Minimum Annual Rent	 
	 	 	 	 	 	 	 	 	 	 	 
	06-01-2020 to 05-31-2021	 	 	$	14.10	 	 	$	29,264.55	*	 	$	351,174.60	*
	06-01-2021 to 05-31-2022	 	 	$	14.52	 	 	$	30,142.49	 	 	$	361,709.84	 
	06-01-2022 to 05-31-2023	 	 	$	14.96	 	 	$	31,046.76	 	 	$	372,561.13	 
	06-01-2023 to 05-31-2024	 	 	$	15.41	 	 	$	31,978.16	 	 	$	383,737.97	 
	06-01-2024 to 05-31-2025	 	 	$	15.87	 	 	$	32,937.51	 	 	$	395,250.11	 
	06-01-2025 to 05-31-2026	 	 	$	16.35	 	 	$	33,925.63	 	 	$	407,107.61	 
	06-01-2026 to 05-31-2027	 	 	$	16.84	 	 	$	34,943.40	 	 	$	419,320.84	 
	06-01-2027 to 05-31-2028	 	 	$	17.34	 	 	$	35,991.71	 	 	$	431,900.46	 
	06-01-2028 to 05-31-2029	 	 	$	17.86	 	 	$	37,071.46	 	 	$	444,857.48	 
	06-01-2029 to 05-31-2030	 	 	$	18.40	 	 	$	38,183.60	 	 	$	458,203.20	 



 


     *
Subject to the rent abatement set forth in Section 3(b) below. 


 


(b) Abated
Monthly Minimum Rent. The Minimum Annual Rent is subject to six (6) months of rent forgiveness. Provided that there
is no outstanding uncured Event of Default (as defined in Section 12.01 of the original Lease) by Tenant, Landlord shall
forgive payment of the Monthly Minimum Rent for June 2020, July 2020, August 2020, September 2020, October 2020, and November
2020 (“Abatement Period”) totaling $175,587.30 (6 months x $29,264.55) (“Abated Monthly Minimum
Rent”). If at any time during the Term an Event of Default by Tenant has occurred, any future Abated Monthly Minimum
Rent shall be forfeited, and any past Abated Monthly Minimum Rent shall be immediately due and payable from Tenant to
Landlord upon demand by Landlord. Tenant shall be obligated to pay all Direct Expenses and any other Additional Rent that
accrues during the Abatement Period


 


(c) Additional
Rent. Tenant shall continue to pay to Landlord, as Additional Rent, each year, Tenant’s proportionate share of
any Direct Expenses as further set forth in the Lease. There shall be no abatement as to any such Additional Rent during the
Abatement Period. 


 


4. Landlord’s
Work and Landlord’s Improvements. 


 


(a) Landlord’s
Work. 


 


(i)
Landlord shall, at Landlord’s expense, perform that work described in the Work Letter attached hereto as Exhibit
A (“Work Letter”). It is expressly understood and agreed that Landlord’s obligations relating to
Landlord’s Work shall be limited to the scope of work described in the Work Letter and shall in no event include any
work not described therein and shall not include the performance, procurement and/or installation of any other work, fixtures
or equipment. Further, Landlord shall be responsible for costs and expenses related to Landlord’s Work, as described in
the Work Letter attached to this Amendment, up to the amount of $279,178.00 (“Landlord’s
Contribution”).


 




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(ii)
Notwithstanding anything to the contrary set forth in the Lease, this Eleventh Amendment, or the Work Letter, (A) Tenant
shall be responsible for any costs and expenses of the Landlord’s Work described in the Work Letter over and above
$279,178.00 (“Landlord’s Contribution Cap”), and, except as otherwise set forth in Section 4(a) of the Work
Letter, Tenant shall reimburse Landlord for any such amounts within thirty (30) days of receipt of the reasonable and actual
invoices relating thereto, and (B) to the extent the Landlord’s Work is completed for less than the Landlord’s
Contribution Cap, any excess funds shall be the property of Landlord and not Tenant. 


 


(iii)
All Landlord’s Work shall constitute improvements to the Premises and remain the property of the Landlord upon
expiration of the Term of the Lease. Landlord shall use commercially reasonable efforts to complete the Landlord Work’s
within the Premises within four (4) months after the Effective Date, subject to any force majeure and any Tenant delays. All
Landlord’s Work shall be performed in accordance with Landlord’s tenant improvement standards. There shall be no
charge for the cost of Landlord’s in-house project manager/construction supervisor. 


 


(b) Additional
Landlord Work. In addition to the Landlord’s Work described above, Landlord shall, at Landlord’s expense,
complete the following additional work (“Landlord’s Improvements”) within approximately four (4) months
after the Effective Date: (i) upgrading all twelve (12) toilets within the Premises; (ii) replacing the five (5) HVAC units
that were installed in 1994 and 1997 with new HVAC units from Carrier or York that total no less than 30 tons and replacing
the one (1) HVAC split unit with a Carrier or York HVAC unit (collectively, “New HVAC Units”); and (iii) testing
and balancing the remaining HVAC Units for the Premises (“Existing HVAC Units”). All replacement Carrier or York
HVAC units shall be of equal or better quality in comparison to the present HVAC units. Landlord shall assign any assignable
warranties for the New HVAC Units to Tenant. 


 


(c) Exclusions
from Landlord’s Work and Landlord’s Improvements. Any data, internet, telecommunications wiring, power
poles, drop cords, and security wiring necessary for Tenant’s specific equipment, furniture, or cubicles shall not be
part of the Landlord’s Work or the Landlord’s Improvements and shall be provided and installed by Tenant, at
Tenant’s expense, if needed. 


 


5. HVAC.
Section 8 of the Second Amendment to Lease shall be deleted in its entirety and shall be replaced as follows:


 


(a) New
HVAC Units. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall be responsible for the
commercially reasonable costs associated with the repairs and replacements of the New HVAC Units. If a repair or replacement
is required of any of the New HVAC Units, Landlord will perform such work. The manner of completing such repair or
replacement and the vendor used to perform such work shall be at Landlord’s sole discretion but Landlord agrees to use
vendors that are reputable and that shall charge locally competitive, commercially reasonable rates for the services
provided. Tenant shall reimburse Landlord the entire amount of the New HVAC Units repair or replacement costs within thirty
(30) days of Landlord’s invoice for any repairs or replacements. Should a New HVAC Unit have to be replaced, Landlord
will only install Carrier or York HVAC units of equal or better quality.


 




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(b) Existing
HVAC Units. Notwithstanding anything to the contrary set forth in the Lease, Tenant’s costs associated with
repairs or replacements of the Existing HVAC Units will be capped at $1,500.00 per calendar year per unit (“Existing
HVAC Cost Cap”) provided the following requirements are met (“Existing HVAC Cap Requirements”): (i) that
there is no outstanding uncured Event of Default by Tenant, (ii) the reason for any such repair or replacement of such HVAC
was not caused by the negligence or willful misconduct of Tenant, and (iii) such HVAC has not already been replaced by
Landlord since the Effective Date. If a repair or replacement is required of any Existing HVAC Unit, Landlord will perform
such work. The manner of completing such repair or replacement and the vendor used to perform such work will be at
Landlord’s sole discretion. Provided all Existing HVAC Cap Requirements have been met, Tenant shall reimburse Landlord
up to the Existing HVAC Cost Cap within thirty (30) days of Landlord’s invoice for any repairs or replacements made to
any Existing HVAC. The HVAC preventive maintenance contract is currently included in the Direct Expenses. This cost will not
be applicable to the $1,500.00 Existing HVAC Cost Cap. In the event any of the Existing HVAC Cap Requirements have not been
met, Tenant shall reimburse Landlord the entire amount of the Existing HVAC Units repair or replacement cost even if such
costs exceed $1,500.00 per calendar year within thirty (30) days of Landlord’s invoice for any repairs or
replacements.


 


6. Restoration.


 


(a)
Notwithstanding anything to the contrary set forth in the Lease or any other prior agreements or communications between
Landlord and Tenant, on or prior to the termination or expiration of the Lease, Tenant shall (i) remove (at Tenant’s
expense) all Tenant installed furniture, fixtures, trade fixtures, equipment, and other personal property (collectively,
“Removed Property”) and all components associated with such Removed Property from the Premises and restore all
piping, electrical, gas, and plumbing back to the point of connections with the mains, and (ii) remove the nitrogen tank
situated at the Premises and restore all piping, electrical, gas, and plumbing back to the point of connections with the
mains.


 


(b)
In addition, Landlord may (i) require Tenant (at Tenant’s expense) to remove any Tenant installed generators and
restore the space where such removed generator or generators were located back to its original condition or (ii) require
Tenant to leave behind such generator or generators in their current position. Landlord may require Tenant to remove some but
not all of the generators in accordance with this Section.


 


(c)
Except as modified herein, Tenant’s restoration obligations shall be as otherwise set forth in the Lease.


 


7. Assignment
of Lease / Sublease. Tenant shall have the right to sublease the Premises and assign the Lease with Landlord’s
consent as further set forth in Section 13.01 of the original Lease.


 




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8. Relocation
Right. Section 9.02 (Relocation of Tenant) of the original Lease shall be deleted in its entirety. Notwithstanding
anything to the contrary set forth in the Lease, Landlord shall not have any relocation rights with respect to Tenant or the
Premises.


 


9. Renewal
Options.


 


(a)
Provided that there is no outstanding uncured Event of Default and Tenant is still in possession of the Premises, Tenant
shall have two (2) options to extend the Term for a period of five (5) years each (each, an “Extended Term”). The
notice to extend the Term (“Extension Notice”) shall be given by Tenant to Landlord in writing on or prior to
September 1, 2029 for the first option to extend and on or prior to September 1, 2034 for the second option to extend
(failure to give such notice being an absolute bar to any rights on the part of Tenant to extend). September 1, 2029 and
September 1, 2034 shall be referred to as the “Extension Option Deadline,” as applicable.


 


(b)
The Monthly Minimum Rent for the first year of each Extended Term shall be the lower of (i) the Monthly Minimum Rent for the
last month of the Term (or the last month of the Extended Term) multiplied by 1.03 or (ii) the fair market monthly rental
value (“Fair Market Monthly Rental Value”). Fair Market Monthly Rental Value means the annual basic rent for each
year of the relevant period for which, on the terms and conditions of this Lease, a willing tenant would pay and a willing
landlord would accept, in arm’s length bona fide negotiations taking into consideration all relevant factors. Fair
Market Monthly Rental Value will not include the cost of improvements or alterations to the Premises which were paid for by
Tenant and not reimbursed by Landlord but shall take into account other improvements in the Premises and the tenant
improvement allowances, rent concessions, and rent abatements given to tenants of similar size.


 


(c)
If Landlord and Tenant are unable to agree upon the Fair Market Monthly Rental Value rate as indicated in option 9(b)(ii)
above before the applicable Extension Option Deadline, then Tenant may withdraw its Extension Notice before such Extension
Option Deadline. If Landlord and Tenant, after using diligent and good faith efforts, do not agree on a Fair Market Monthly
Rental Value before the applicable Extension Option Deadline, and Tenant does not timely withdraw its Extension Notice before
such Extension Option Deadline, the parties shall then provide each other with their respective determinations of the Fair
Market Monthly Rental Value within ten (10) days after the Extension Option Deadline. If the two determinations differ by
less than two percent (2%), the Fair Market Monthly Rental Value will be the average of the two determinations. If
Landlord’s and Tenant’s determinations of Fair Market Monthly Rental Value differ by two percent (2%) or more,
then the Fair Market Monthly Rental Value will be determined pursuant to (d) of the below section.


 




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(d)
If Landlord’s and Tenant’s determinations of Fair Market Monthly Rental Value differ by two percent (2%) or more
and agreement cannot be reached relative to the new Fair Market Monthly Rental Value, Landlord and Tenant shall each appoint
one disinterested appraiser having the qualifications set forth herein within ten (10) days after each party has delivered
its determination of the Fair Market Monthly Rental Value to the other party. Each such appraiser must be a Member of the
Appraisal Institute (MAI) and have at least ten (10) years of experience appraising multi-tenanted office buildings in North
Carolina as a MAI appraiser. If either Landlord or Tenant fails to appoint an appraiser within such ten (10) day period, the
appraiser appointed by Landlord or Tenant, as the case may be, shall appoint an appraiser having the qualifications set forth
herein. As promptly as possible, but in no event later than fifteen (15) days after the appointment of both appraisers, the
appraisers shall notify Landlord and Tenant in writing of their determination of the Fair Market Monthly Rental Value. The
Fair Market Monthly Rental Value so selected by the two appraisers will constitute the Fair Market Monthly Rental Value for
the relevant period and will be binding upon Landlord and Tenant. If the two appraisers are unable to agree as to the Fair
Market Monthly Rental Value, but their determinations differ by less than five percent (5%), the Fair Market Monthly Rental
Value will be the average of the determinations of the two appraisers. If the two appraisers’ determinations differ by
five percent (5%) or more, then the two appraisers shall, promptly agree upon and appoint a third appraiser having the
qualifications set forth herein. The third appraiser shall, within fifteen (15) days of appointment, determine which of the
two initial appraisers determination of Fair Market Monthly Rental Value is the closest to the actual Fair Market Monthly
Rental Value, taking into account the requirements of this Section, and shall notify Landlord and Tenant thereof. The Fair
Market Monthly Rental Value selected by the third appraiser will constitute the Fair Market Monthly Rental Value for the
relevant period and will be binding upon Landlord and Tenant. Upon the determination of the Fair Market Monthly Rental Value,
Landlord and Tenant shall promptly execute an instrument setting forth the amount of such Fair Market Monthly Rental
Value.


 


(e)
If Tenant becomes obligated to pay Rent for the Extension Period prior to the determination of Fair Market Monthly Rental
Value pursuant to this Section 9, Tenant shall commence paying Rent in an amount equal to the monthly installment for the
month immediately prior to the Extension Period. Within ten (10) business days of the determination of Fair Market
Monthly Rental Value, Tenant shall pay to Landlord the difference, if any, between the Rent paid by Tenant pursuant to this
Section 9 and the determined Fair Market Monthly Rental Value for such period. Each party shall pay the fees and expenses of
the appraiser appointed by such party and one-half of the other expenses of any appraisal proceeding, including, if
applicable, the fees and expenses of a third appraiser.


 


10. Right
of First Refusal.


 


(a)
Provided that there is no outstanding uncured Event of Default by Tenant, subject to the rights of any existing tenants (and
excepting any renewals or extension of any current tenants or their successors, assigns, or sublessors to such space), Tenant
shall have the ongoing right of first refusal to lease any adjacent space to the Premises that becomes available during the
Term (“Expansion Space”). Prior to accepting any offers for any Expansion Space, Landlord shall provide Tenant
with a copy of the first written proposal to lease any Expansion Space that is given to a bona fide prospective tenant
(“Bona Fide Proposal”).


 


(b)
If Tenant desires to lease the Expansion Space under the terms of the Bona Fide Proposal, Tenant must (i) notify Landlord in
writing of Tenant’s acceptance of the terms of the Bona Fide Proposal within seven (7) business days of receipt of the
Bona Fide Proposal, and (ii) execute a lease amendment incorporating the Expansion Space into the Premises on the terms and
conditions contained in the Bona Fide Proposal within fifteen (15) business days of Landlord’s receipt of
Tenant’s notice. If Tenant fails to give Landlord notice of Tenant’s acceptance of the terms of the Bona Fide
Proposal or fails to enter into a lease amendment within the prescribed time, Tenant’s right to lease the Expansion
Space granted in this Section shall be suspended for six (6) months from the time Landlord provided the copy of the Bona Fide
Proposal to Tenant and Tenant shall have no further rights with regard to the certain Expansion Space during that period
(“Suspension Period”). If the Suspension Period expires and Landlord has not yet leased the Expansion Space to a
third party, Landlord will once again give Tenant the next Bona Fide Proposal that it offers to a prospective tenant and the
same cycle will repeat until the Expansion Space is leased to a third party, after which Tenant shall have no further rights
to such applicable Expansion Space.


 




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11. Holding
Over. Notwithstanding anything to the contrary set forth in the Lease, in the event Tenant shall fail to leave the
Premises upon expiration or termination of this Lease without Landlord’s prior written consent, then Tenant shall be a
tenant-at-will and Landlord, in addition to all other remedies available to it hereunder, shall have the right to receive
monthly, as rents for all the time Tenant shall so retain possession of the Premises, or any part thereof, an amount equal to
One Hundred Fifty Percent (150%) of the Monthly Minimum Rent and Additional Rent due and payable during the last full
calendar month of the Term as applied to such period.


 


12. Security
Deposit. Landlord and Tenant acknowledge that Landlord was holding a security deposit of $33,917.50 immediately prior to
the Effective Date. Simultaneously upon the execution of this Eleventh Amendment, Tenant shall deposit with Landlord an
additional amount of $11,168.67 so that the total security deposit being held by Landlord after the Effective Date shall be
$45,086.17, which amount shall be held and disbursed in accordance with the terms of the Lease.


 


13. Brokerage.
Tenants represent to Landlord that Tenant has not entered into any agreements with any brokers in connection with this
Eleventh Amendment other than Cushman & Wakefield of North Carolina LLC (“Tenant’s Broker”). Tenant
shall indemnify, hold harmless and agree to defend Landlord, its members, principals, partners, officers, directors,
employees and agents and the respective principals, officers and directors of any such agents from and against any and all
claims of any brokers claiming to have represented Tenant in connection with this Eleventh Amendment other than
Tenant’s Broker. Landlord and Tenant acknowledge that Lee & Associates Raleigh Durham, LLC (“Landlord’s
Broker”) represents Landlord and any commission due to Landlord’s Broker is Landlord’s
responsibility.


 


14. No
Options or Inducements; Condition of Premises. Tenant acknowledges and agrees that, as of the Effective Date and
notwithstanding anything to the contrary set forth in the Lease or this Eleventh Amendment, Tenant shall have no extension,
renewal, termination or other options whatsoever with regard to the Premises or under the Lease other than the Renewal
Options (as described in Section 9 of this Eleventh Amendment), the Right of First Refusal (as described in Section 10 of
this Eleventh Amendment), the First Termination Option (as described in Section 21(a) of this Eleventh Amendment), and the
Second Termination Option (as described in Section 21(b) of this Eleventh Amendment). Tenant further acknowledges and agrees
that Tenant is not and shall not be entitled to any allowances, concessions, upfit work or other inducements of any kind in
connection with the Premises or under the Lease except for the Abated Monthly Minimum Rent (described in Section 3(b) of this
Eleventh Amendment) and the Landlord’s Work (as described in Section 4(a) of this Eleventh Amendment) and the
Landlord’s Improvements (as described in Section 4(b) of this Eleventh Amendment). In the latter regard, Tenant
acknowledges and agrees that from and after the Effective Date, apart from any of the Landlord’s Work and
Landlord’s Improvements remaining incomplete and the Existing HVAC Cost Cap, Landlord is leasing the Premises to Tenant
“as is” and without any obligation on the part of Landlord to alter, remodel, improve or decorate the Premises or
any part thereof.


 




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15. Acknowledgment
of Non-Existence of Claims and Waiver. Tenant acknowledges that as of the Effective Date, there are no claims by Tenant
against Landlord arising under the Lease. Tenant releases and discharges Landlord, and its successors and assigns, from any
demands for injuries or damages of any kind or nature arising out of or related to the Lease or the Premises that occurred on
or prior to the Effective Date.


 


16. Binding
Effect. This Eleventh Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


17. Governing
Law. This Eleventh Amendment shall be construed and interpreted under, and governed and enforced according to, the laws
of the State of North Carolina. The parties hereto hereby submit to the jurisdiction of the courts of the State of North
Carolina in the event of any action or dispute arising hereunder.


 


18. Authority.
Landlord and Tenant warrant and represent that the individual executing this Eleventh Amendment on behalf of such entity is
authorized to execute and deliver this Eleventh Amendment and to make it a binding obligation of Landlord and Tenant. This
Eleventh Amendment shall be binding upon the respective parties hereto, and their successors and assigns.


 


19. Entire
Agreement. The Lease Agreement dated June 12, 2004, as well as all subsequent Amendments, as noted in the Recitals to
this Eleventh Amendment and this Eleventh Amendment contain the entire agreement of Landlord and Tenant with respect to the
premises consisting of approximately 24,906 sq. ft. known as Suite 400 located in the building situated at 133 Southcenter
Court, Morrisville, North Carolina 27650.


 


20. Miscellaneous.


 


(a)
This Eleventh Amendment may be executed in any number of counterparts with the same effect as if all signing parties had
signed the same document. All counterparts shall be construed together and constitute the same instrument. Such counterparts
may be transmitted electronically, and any such electronically transmitted counterparts shall be deemed to be an original
executed counterpart. To the extent any terms of this Eleventh Amendment conflict with any terms of the Lease, the terms of
this Eleventh Amendment shall control.


 


(b)
Section 4.01 of the original Lease Agreement is hereby amended to allow persons to bring service animals onto the premises to
the extent required by law, including the Americans With Disabilities Act.


 




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21. Termination
Options.


 


(a) First
Termination Option. Tenant shall have the irrevocable right to terminate the Lease (“First Termination
Option”) on November 30, 2025 (“First Termination Date) provided all of the following conditions exist
(“First Termination Option Conditions”):


 


(i)
Tenant notifies Landlord in writing on or after December 1, 2024 and on or prior to March 31, 2025 (“First Termination
Deadline”) that Tenant desires to exercise the First Termination Option;


 


(ii)
The sole reason for Tenant’s exercise of the First Termination Option is related to: a) the merger or sale of
Tenant’s business; b) the sale of substantially all of the Tenant’s assets in its pharma solutions business; or
c) the entire stock or membership interest in Tenant to an unrelated third party (any of the above being defined as
“Business Sale”);


 


(iii)
At the time of Tenant’s exercise of the First Termination Option, no Event of Default exists by Tenant (beyond any
applicable notice and cure period);


 


(iv)
Tenant delivers to Landlord $683,579.00 (by wire transfer or certified check) and proof of the Business Sale (i.e., Affidavit
from the CEO of Tenant), together with the written notice of Tenant exercising the First Termination Option;


 


(v)
No Event of Default exists by Tenant (beyond any applicable notice and cure period) as of the First Termination Date;
and


 


(vi)
Tenant shall pay the Monthly Minimum Rent, Additional Rent, and any other charges due through the First Termination Date in
accordance with the terms of the Lease.


 


(b) Second
Termination Option. Tenant shall have the irrevocable right to terminate the Lease (“Second Termination
Option”) on November 30, 2027 (“Second Termination Date) provided all of the following conditions exist
(“Second Termination Option Conditions”):


 


(i)
Tenant notifies Landlord in writing on or after December 1, 2026 and on or prior to March 31, 2027 (“Second Termination
Deadline”) that Tenant desires to exercise the Second Termination Option;


 



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(ii)
The sole reason for Tenant’s exercise of the Second Termination Option is related to the Business Sale.


 


(iii)
At the time of Tenant’s exercise of the Second Termination Option, no Event of Default exists by Tenant (beyond any
applicable notice and cure period);


 


(iv)
Tenant delivers to Landlord $478,849.00 (by wire transfer or certified check) and proof of the Business Sale (i.e., Affidavit
from the CEO of Tenant), together with the written notice of Tenant exercising the Second Termination Option;


 


(v)
No Event of Default exists by Tenant (beyond any applicable notice and cure period) as of the Second Termination Date;
and


 


(vi)
Tenant shall pay the Monthly Minimum Rent, Additional Rent, and any other charges due through the Second Termination Date in
accordance with the terms of the Lease.


 


(c) Failure
to Meet Termination Option Conditions. In the event any of the First Termination Option Conditions are not met,
Tenant’s First Termination Option shall be null and void and of no further force and effect. In the event any of the
Second Termination Option Conditions are not met, Tenant’s Second Termination Option shall be null and void and of no
further force and effect.


 


(d) Termination
Options Personal to Tenant. Notwithstanding anything to the contrary contained in this Section 21, the First Termination
Option and the Second Termination Option (i) are personal to Interpace Pharma Solutions, Inc., while Tenant under the Lease,
(ii) may only be exercised by Interpace Pharma Solutions, Inc., and (iii) may not be exercised by any other party or entity
other than Interpace Pharma Solutions, Inc.


 


(Signature
pages follow)


 







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Landlord
and Tenant have executed this Eleventh Amendment as of the Effective Date.


 


	 	LANDLORD:
	 	 	 
	 	Southport
    Business Park Limited Partnership, 
	 	a
    North Carolina limited partnership
	 	 	 
	 	By:	Southport
    Business Park Investors Corporation,
	 	 	Its
    General Partner
	 	 	 
	 	By:	 
	 	 	Richard
    G. Sullivan, Vice President


 


	 	TENANT:
    
	 	 
	 	Interpace
    Pharma, Solutions, Inc. (f/k/a Interpace
	 	BioPharma,
    Inc.), a Delaware corporation, a wholly 
	 	owned
    affiliate of Interpace Biosciences, Inc., a 
	 	Delaware
    corporation
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	Jack
    Stover
	 	 	 
	 	Title:	President
    and CEO


 


ACKNOWLEDGEMENT
AND CONSENT OF GUARANTOR:


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned guarantor of the
Lease hereby acknowledges and consents to the terms of this Eleventh Amendment and reaffirms its obligations under that certain
Guaranty of Lease dated July 15, 2019 in favor of Landlord.


 


	GUARANTOR:	 
	 	 
	Interpace
    Biosciences, Inc.	 
	(f/k/a
    Interpace Diagnostics Group, Inc.),	 
	a
    Delaware corporation 	 
	 	 	 
	 	 	 
	By:	              	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 









    	 



    	 



    

 


EXHIBIT
A


 


WORK
LETTER


 


1. Description
of Landlord’s Work. Landlord, at Landlord’s expense, shall furnish all labor and materials to construct and
complete in a good and workmanlike manner, in a turnkey condition ready for fixturing, the work (“Landlord’s
Work”) described in the plans attached hereto as Schedule 1, Schedule 2, Schedule 3, and Schedule
4 (“Plans”) for the Premises. Landlord shall supervise and direct all Landlord’s Work, using
Landlord’s contractors. Landlord shall be solely responsible for all construction means and methods, techniques,
sequences and procedures, and for coordinating all portions of the Landlord’s Work. Upon request of Landlord, Tenant
shall promptly move all of Tenant’s furniture, fixtures, equipment, and personal property so that the same does not
interfere with the Landlord’s Work.


 


2. Permits.
Landlord, at Landlord’s expense, shall make application to all relevant governmental agencies for any necessary
building permits, licenses and other grants of authority, which may be required in connection with the construction of the
Landlord Work.


 


3. Change
Orders. Any changes to the Plans desired by Tenant shall be requested in writing. Landlord agrees to use Landlord’s
reasonable, good faith efforts to incorporate any Plans changes requested in writing by Tenant and to notify Tenant
immediately of any cost increase or potential delay which may result if such changes are incorporated into the
Landlord’s Work, based on the information provided by Landlord’s architect and Landlord’s general
contractor. Landlord shall not be required to incorporate any changes to the Plans requested by Tenant unless Tenant approves
in writing and agrees to pay to Landlord the actual cost increase (including any associated architectural, engineering and
general conditions costs and expenses) caused by such changes; provided the total amount of the Landlord’s Work with
such requested changes exceeds $279,178.00 (“Landlord’s Contribution Cap”).


 


4. Change
Order Payment by Tenant.


 


(a) Tenant’s
Contribution. In the event Tenant requests a change order that, in Landlord’s reasonable opinion, Landlord
believes will increase the total net cost of the Landlord’s Work more than $25,000.00 in the aggregate (“Major
Change Order”) above the Landlord’s Contribution Cap, Landlord may invoice Tenant (at Landlord’s option),
and Tenant shall pay to Landlord such reasonable amount requested by Landlord relating to such Major Change Order within five
(5) days after receipt by Tenant of a written demand that includes supporting invoices for such Major Change Order
(“Tenant’s Contribution”). If Tenant fails to timely pay such Tenant’s Contribution within five (5)
days after demand by Landlord, Landlord shall not be required to make the requested change in the Plans by Tenant and
Landlord may continue forward with the Landlord’s Work. (For clarity, in the event Tenant’s first change order
increases the total net cost by $20,000.00, Tenant’s second change order increases the total next cost by $4,000.00,
and Tenant’s third change order increases the total net cost by $2,000.00, the Major Change Order “trigger”
would occur only upon Tenant’s third change order whereby Landlord may require Tenant to reimburse Landlord within five
(5) days after demand (as outlined above) for the full $26,000.00 amount. In addition, any further change orders thereafter
would automatically be Major Change Orders since the $25,000.00 threshold had already been met).


 




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(b)
Tenant’s Underpayment. If the total cost of the Landlord’s Work
exceeds the sum of the Landlord’s Contribution and the Tenant’s Contribution, Tenant shall pay any remaining funds
due to Landlord within thirty (30) days of receipt by Tenant of a written demand that includes supporting invoices and receipts.


 


(c) Tenant’s
Overpayment. If the total cost of the Landlord’s Work is less than the sum of the Landlord’s Contribution
and the Tenant’s Contribution, Landlord shall refund Tenant that portion of the Tenant’s Contribution that was
unused by Landlord as part of the Landlord’s Work within thirty (30) days after such Landlord’s Work is complete
(with any punch list items completed) and Tenant has accepted the Landlord’s Work “as is”. In no event
shall Tenant be entitled to any refund above the Tenant’s Contribution.


 


5. Landlord’s
Contribution. The Landlord’s Contribution is to be used for the Landlord’s Work, including but not
limited to electrical, HVAC, plumbing, and wall changes, paint, fire alarm system changes, floor coverings, etc. The
Landlord’s Contribution may also be used for architectural, engineering, and project management work related to the
Landlord’s Work, but shall not be used for Tenant’s trade fixtures (unless otherwise indicated in Schedule 1,
Scope of Work), equipment, security systems, telephone, or data systems. All costs in excess of Landlord’s Contribution
shall be paid by Tenant, no matter what the reason for the increased cost of the Landlord’s Work over the
Landlord’s Contribution (which includes, but is not limited to, changes made by officials such as the building
inspector or fire marshal, quick shipping items, etc.). If the Landlord Work will require changes to be made to the building
in which the Premises are located, Tenant agrees that the actual costs, provided that they are commercially reasonable, shall
be applied against the Landlord’s Contribution Cap and that Tenant will reimburse Landlord for such charges that exceed
the Landlord’s Contribution Cap within thirty (30) days after receipt of a written demand that includes supporting
invoices and receipts.


 


6. Landlord
representative and Tenant representatives. During the construction of the Landlord’s Work, Stephanie Mesnard
(phone: 919-460-1107 and email: smesnard@gid.com) shall be Landlord’s contact and William Finger (phone: 919-314-7319
and email: bfinger@interpace.com) shall be Tenant’s contact.


 




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Schedule
1


 


Scope
of Work


  








  


 




    	 	A-3	 



     


    

 


Schedule
2


 


Floor
Plan – as of the Effective Date (see below)


 
















 











 


Floor
Plan after Landlord Work is complete (see below)


 




 


 





 




    	 	A-4	 



     


    

 


Schedule
3


 


Landlord
Work – cabinetry, electrical, safety, shower, and sink locations


 










 





 







    	 	A-5	 



     


    




 


Schedule
4


 


Landlord
Work – cabinetry, electrical, safety, shower, and sink locations





 










 














 






    	 	A-6