SECOND
LEASE AMENDMENT


 


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”).


 


WITNESSTH:


 


WHEREAS,
Landlord and Tenant are parties to that certain Lease Agreement dated March 31, 2017, as amended by that certain First Lease Amendment
dated September 26, 2017 (the “Lease”),1 for 20,000 leasable square feet located on the third and
fourth floors of the building known as 2515 Liberty Avenue, Pittsburgh, Pennsylvania 15222.


 


WHEREAS,
the parties seek to amend and extend the Lease as more particularly described herein.


 


NOW,
THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:


 


1.
Extension of Lease. Subject to the terms and conditions of the Lease and this Second Amendment, Landlord and Tenant
hereby agree that the Term of the Lease shall be extended to June 30, 2023. Monthly minimum rent during the Term shall be as follows:


 


	Term	 	Square
    Footage Rate	 	 	Total
    Minimum

    Rent Per Year	 	 	Total
                                         Minimum

                                         Rent Per Month
	 
	Until
    6/30/2018	 	$	19.50	 	 	$	390,000.00	 	 	$	32,500.00	 
	7/1/2018
    – 6/30/2019	 	$	20.00	 	 	$	400,000.00	 	 	$	33,333.33	 
	7/1/2019
    – 6/30/2023	 	$	25.00	 	 	$	500,000.00	 	 	$	41,666.67	 



 


2.
Option to Renew. Section 3.D. of the Lease (styled: Option to Renew) shall be deleted in its entirety and
replaced with the following:


 


3.D.
Option to Renew. If the Lease shall not have been terminated pursuant to any provision of the Lease and Tenant shall not
be in default under the terms of the Lease, Tenant may, at Tenant’s option, extend the term of the Lease for two (2) consecutive
additional terms of five (5) years each, commencing on the expiration of the original term or the extended term (provided the
immediately preceding renewal option is timely exercised by Tenant). Tenant shall exercise such option by giving Landlord irrevocable
written notice at least eight (8) months prior to the expiration of the original term or, if applicable, the extended term (the
“Renewal Notice”). TIME IS OF THE ESSENCE. If Tenant timely and properly delivers the Renewal Notice in accordance
with the terms of this Section, the term of the Lease shall be deemed automatically extended upon all of the covenants, agreements,
terms, provisions and conditions set forth in the Lease (as amended), except the minimum annual and monthly rent shall
be as follows:


 

















1
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Lease.


 






    	 



    	 



    

 


	Renewal
    Term	 	Square
    

    Footage 

    Rate	 	 	Total
    Minimum

    Rent Per Year	 	 	Total
                                         Minimum

                                         Rent Per Month
 
	 	 	Renewal
    Notice

    Deadline
	Option
    1 (7/1/2023 – 6/30/2028)	 	$	27.50	 	 	$	550,000.00	 	 	$	45,833.33	 	 	November
    1, 2022
	Option
    2 (7/1/2028 – 6/30/2033)	 	$	30.25	 	 	$	605,000.00	 	 	$	50,416.67	 	 	November
    1, 2027



 


3.
Show Premises. Section 14.D. of the Lease (styled: Rights Reserved to Landlord - Show Premises) shall be
deleted in its entirety and replaced with the following:


 


14.D.
Show Premises – To show the Premises to prospective tenants or brokers during the eight (8) month period prior to the expiration
of the Term; and, to prospective purchasers, mortgagees and others having a legitimate interest, at all reasonable times upon
prior notice given to Tenant at the Premises.


 


4.
Tenant’s Proportionate Share. The parties acknowledge and agree that Tenant’s proportionate share of
Additional Rent is 53.33% except for any Additional Rent incurred in or after April, 2018 related to the Parking Lot, in which
case, Tenant’s proportionate share shall be 40%. The first sentence of the second full paragraph of Section 3.B of the Lease
shall be amended to add the underlined text as follows:


 


3.B.
Tenant’s proportionate share of Additional Rent shall be 53.33% based upon a fraction of which the numerator is the square
footage of the Premises (i.e., 20,000 square feet) and the denominator is the total square feet of the Building (i.e., 37,500
square feet), except for any Additional Rent incurred in or after April, 2018 related to the Parking Lot which shall be allocated
to Tenant as a 40% proportionate share based on the four (4) non-exclusive parking spaces allocated to Tenant out of ten (10)
total spaces.


 


5.
Common Area Charges. The following shall be inserted as Section 3.E. of the Lease:


 


3.E.
Exclusions from common area charges: Notwithstanding anything to the contrary contained in this Lease, common area charges
shall specifically exclude the following: (i) expenses for repairs or other work occasioned by fire, windstorm or other insured
casualty; (ii) legal fees or expenses incurred in leasing or procuring new tenants (i.e. lease commissions, advertising expenses
and expenses of renovating space for new tenants); (iii) legal expenses in enforcing the terms of any lease; (iv) interest or
amortization payments on any mortgage or mortgages; (v) advertising and promotional expenses and other costs incurred in procuring
tenants or in selling the realty; (vi) costs of relocating any tenant; (vii) rental on ground leases or other underlying leases
and the costs of providing the same; (viii) wages, bonuses and other compensation of employees above the grade of building manager
and fringe benefits other than insurance plans and tax qualified benefit plans; (ix) any liabilities, costs or expenses associated
with or incurred in connection with the removal, enclosure, encapsulation or other handling of Hazardous Substances and/or mold
and the cost of defending against claims in regard to the existence or release of Hazardous Substances and/or mold on the realty
(except with respect to those costs for which Tenant is otherwise responsible pursuant to the express terms of this Lease); (x)
increased insurance or real estate taxes assessed specifically to any tenant of the Building for which Landlord is entitled to
reimbursement from any other tenant so that Landlord shall not recover more than the actual insurance cost or real estate tax;
(xi) charges for electricity, water, or other utilities, services or goods and applicable taxes for which Tenant or any other
tenant, occupant, person or other party is obligated to reimburse Landlord or to pay to third parties so that Landlord shall not
recover any item of cost more than once; (xii) cost of any non-common area HVAC, janitorial or other services provided exclusively
to other tenants of the Building; (xiii) cost of correcting defects in the design, construction or equipment of, or latent defects
in, the realty; (xiv) lease payments for rental equipment (other than equipment for which depreciation is properly charged as
an expense) that would constitute a capital expenditure if the equipment were purchased; (xv) charitable or political contributions;
(xvi) all other items for which another party compensates or pays so that Landlord shall not recover any item of cost more than
once; (xvii) Landlord’s general overhead and any other expenses not directly attributable to the maintenance, repair, operation
and management of the realty (e.g. the activities of Landlord’s officers and executives or professional development expenditures),
except to the extent included in the management fee permitted hereby; (xviii) costs and expenses incurred in connection with compliance
with or contesting or settlement of any claimed violation of law or requirements of law, except to the extent attributable to
Tenant’s actions or inactions; (xix) costs of mitigation or impact fees or subsidies (however characterized), imposed or
incurred prior to the date of the Lease or imposed or incurred solely as a result of another tenant’s or tenants’
use of the realty their respective premises; and (xx) capital expenditures.


 






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6.
Audit Rights. The following shall be inserted as Section 3.F. of the Lease:


 


3.F.
Audit Rights. Provided Tenant is not in default of the terms of the Lease, Tenant shall have the right to audit and inspect
the books and records of Landlord or request and obtain copies of invoices from Landlord with respect to any cost or item included
in Additional Rent for the immediately preceding calendar year, available for Tenant’s inspection at Landlord’s principal
place of business or at another place designated by Landlord in the Pittsburgh, Pennsylvania area during normal business hours
and within ten (10) business days after receiving a written request from Tenant to inspect the same, no more than one time per
calendar year. If the results of the audit show an overcharge to Tenant of more than five percent (5%) of the actual amount owed
by Tenant, Landlord shall pay the reasonable cost of such non-contingency based audit, provided however, if
Landlord provides Tenant copies of invoices evidencing such Additional Rent when Landlord bills for Additional Rent (as is Landlord’s
current practice), then Landlord shall not be required to reimburse Tenant for such non-contingency based audit even if the audit
shows an overcharge to Tenant of more than five percent (5%) actual amount owed by Tenant. Landlord shall credit or refund to
Tenant any overcharge of such item as discovered by the audit within thirty (30) days of the completion of such audit. In the
event such audit discloses an undercharge of such items as billed to Tenant, Tenant shall pay to Landlord the amount of such undercharge
within thirty (30) days of the completion of such audit.


 






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7.
Approval of Landlord’s Lender. This Second Amendment is conditioned upon Landlord’s lender approving
the terms of this Second Amendment. Landlord shall seek its lender’s approval of this Second Amendment promptly after Landlord
and Tenant execute this Second Amendment.


 


8.
Ratification of Lease. Except as modified by this Second Amendment, no other changes or modifications to the Lease
are intended or implied and the Lease is hereby specifically ratified, confirmed and continues to remain in full force and effect.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the parties hereto executed this Second Amendment as of the day and year first above written.


 





	WITNESS
    / ATTEST:	 	SADDLE
    LANE REALTY, LLC
	 	 	 	 
	 	 	By:
    	 
	 	 	 	David
    O. Brand, Sole Member
	 	 	 	 
	 	 	INTERPACE
    DIAGNOSTICS CORPORATION
	 	 	 	 
	 	 	By:
    	 
	 	 	Name:	Jack
    E. Stover
	 	 	Title:
    	President
    & CEO



 




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NOTARY
PAGE FOR TENANT


 


	STATE
    / COMMONWEALTH OF NEW JERSEY 	)	 
	 	)
    	SS:
	COUNTY
    OF UNION	)	 


 


On
this, the 15th day of March, 2018, before me, a Notary Public, the undersigned officer, personally appeared Jack E.
Stover who acknowledged himself/herself to be the CEO of INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation, and that he/she
as such CEO, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself/herself as CEO.


 


IN
WITNESS WHEREOF, I hereunto set my hand and official seal.


 





	 	 
	 	Notary
    Public



 


My
Commission Expires:


 




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NOTARY
PAGE FOR LANDLORD


 


	COMMONWEALTH
    OF PENNSYLVANIA	)	 
	 	)	SS:
	COUNTY
    OF ALLEGHENY	)	 


 


On
this, the 15th day of March, 2018, before me, a Notary Public, the undersigned officer, personally appeared DAVID O.
BRAND, who acknowledged himself to be the Sole Member of SADDLE LANE REALTY, LLC, a Pennsylvania limited liability company, and
that he as such Sole Member, being authorized to do so, executed the foregoing instrument for the purposes therein contained by
signing the name of the limited liability company by himself as Sole Member.


 


IN
WITNESS WHEREOF, I hereunto set my hand and official seal.


 





	 	 
	 	Notary
    Public


 


My
Commission Expires:


 






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