Exhibit
10.2


 


SUBORDINATION
AGREEMENT


 


This
Subordination Agreement (the “Agreement”) is made as of October 13, 2021, by and between the undersigned (“Creditor”)
among each of the undersigned creditors (individually, a “Creditor” and, collectively, the “Creditors”)
and Comerica Bank, a Texas banking association (“Bank”).


 


Recitals


 


A.
Interpace Biosciences, Inc., a Delaware corporation, Interpace Diagnostics Corporation, a Delaware corporation, Interpace
Diagnostics, LLC, a Delaware limited liability company and Interpace Pharma Solutions, Inc., a Delaware corporation (individually
and collectively, “Borrower”) has requested and/or obtained certain loans or other credit accommodations from Bank
which are or may be from time to time secured by assets and property of Borrower.


 


B. Each
Creditor has extended loans or other credit accommodations to Borrower, and/or may extend loans or other credit accommodations to Borrower
from time to time.


 


C. In
order to induce Bank to extend credit to Borrower and, at any time or from time to time, at Bank’s option, to make such further
loans, extensions of credit, or other accommodations to or for the account of Borrower, or to purchase or extend credit upon any instrument
or writing in respect of which Borrower may be liable in any capacity, or to grant such renewals or extension of any such loan, extension
of credit, purchase, or other accommodation as Bank may deem advisable, each Creditor is willing to subordinate: (i) all of each Borrower’s
indebtedness and obligations to such Creditor, whether presently existing or arising in the future (the “Subordinated Debt”)
to all of Borrower’s indebtedness and obligations to Bank; and (ii) all of such Creditor’s security interests, if any to
all of Bank’s security interests in the Borrower’s assets and property.


 


NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS:


 


1. Each
Creditor subordinates to Bank any security interest or lien that such Creditor may have in any asset or property of Borrower at any time
and from time to time. Notwithstanding the respective dates of attachment or perfection of the security interest of a Creditor and the
security interest of Bank, the security interest of Bank in the Collateral, as defined in that certain Loan and Security Agreement, by
and between Borrower and Bank, dated as of the date hereof, as amended from time to time (the “Loan Agreement”), shall
at all times be prior to the security interest of such Creditor. Capitalized terms not otherwise defined herein shall have the same meaning
as in the Loan Agreement.


 


2. All
Subordinated Debt is subordinated in right of payment to all obligations of Borrower to Bank now existing or hereafter arising, together
with all costs of collecting such obligations (including attorneys’ fees), including, without limitation, all interest accruing
after the commencement by or against Borrower of any bankruptcy, reorganization or similar proceeding, and all obligations under the
Loan Agreement (the “Senior Debt”).


 


3. No
Creditor will demand or receive from Borrower (and Borrower will not pay to any Creditor) all or any part of the Subordinated Debt, by
way of payment, prepayment, setoff, lawsuit or otherwise, nor will any Creditor exercise any remedy with respect to the Collateral, nor
will any Creditor commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Borrower,
for so long as any portion of the Senior Debt remains outstanding.


 


4. Each
Creditor shall promptly deliver to Bank in the form received (except for endorsement or assignment by such Creditor where required by
Bank) for application to the Senior Debt any payment, distribution, security or proceeds received by such Creditor with respect to the
Subordinated Debt other than in accordance with this Agreement.


 




    	 



     


    

 


5. In
the event of Borrower’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating
to the relief of debtors, these provisions shall remain in full force and effect, and Bank’s claims against Borrower and the estate
of Borrower shall be paid in full before any payment is made to any Creditor.


 


6. For
so long as any of the Senior Debt remains unpaid, each Creditor irrevocably appoints Bank as such Creditor’s attorney in fact,
and grants to Bank a power of attorney with full power of substitution, in the name of such Creditor or in the name of Bank, for the
use and benefit of Bank, without notice to such Creditor, to perform at Bank’s option the following acts in any bankruptcy, insolvency
or similar proceeding involving Borrower:


 


(i) To
file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Creditor if Creditor does not do so prior to 30
days before the expiration of the time to file claims in such proceeding and if Bank elects, in its sole discretion, to file such claim
or claims; and


 


(ii) To
accept or reject any plan of reorganization or arrangement on behalf of Creditor and to otherwise vote Creditor’s claims in respect
of any Subordinated Debt in any manner that Bank deems appropriate for the enforcement of its rights hereunder.


 


7. For
so long as any of the Senior Debt remains unpaid, each Creditor agrees that it will not object to or oppose (i) the sale of the Borrower,
or (ii) the sale or other disposition of any property of the Borrower, if Bank has consented to such sale of the Borrower or sale or
disposition of any property of the Borrower. If requested by Bank, each Creditor shall affirmatively consent to such sale or disposition
and shall take all necessary actions and execute such documents and instruments as Bank may reasonably request in connection with and
to facilitate such sale or disposition including, but not limited to, releasing any security interests held by such Creditor in such
property and filing any terminations of security interests of such Creditors in such property. If such Creditor fails to take such actions
within five (5) days of Bank’s request, each Creditor irrevocably appoints Bank as such Creditor’s attorney in fact, and
grants to Bank a power of attorney with full power of substitution, in the name of such Creditor or in the name of Bank, for the use
and benefit of Bank, without notice to such Creditor, to perform at Bank’s option to take such actions.


 


8. Each
Creditor shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject
to the terms of this Agreement. No amendment of the documents evidencing or relating to the Subordinated Debt shall directly or indirectly
modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the
subordination of the security interest or lien that such Creditor may have in any asset or property of Borrower. By way of example, such
instruments shall not be amended to (i) increase the rate of interest with respect to the Subordinated Debt, or (ii) accelerate the payment
of the principal or interest or any other portion of the Subordinated Debt.


 


9. This
Agreement shall remain effective for so long as Borrower owes any amounts to Bank under the Loan Agreement, Bank has a commitment to
extend credit to Borrower, or otherwise. If, at any time after payment in full of the Senior Debt any payments of the Senior Debt must
be disgorged by Bank for any reason (including, without limitation, the bankruptcy of Borrower), this Agreement and the relative rights
and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and each
Creditor shall immediately pay over to Bank all payments received with respect to the Subordinated Debt to the extent that such payments
would have been prohibited hereunder. At any time and from time to time, without notice to Creditors, Bank may take such actions with
respect to the Senior Debt as Bank, in its sole discretion, may deem appropriate, including, without limitation, terminating advances
to Borrower, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising
or otherwise amending the terms of any documents affecting the Senior Debt and any collateral securing the Senior Debt, and enforcing
or failing to enforce any rights against Borrower or any other person. No such action or inaction shall impair or otherwise affect Bank’s
rights hereunder. Each Creditor waives the benefits, if any, of Civil Code sections 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822,
2838, 2839, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.


 




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10. This
Agreement shall bind any successors or assignees of a Creditor and shall benefit any successors or assigns of Bank. This Agreement is
solely for the benefit of each Creditor and Bank and not for the benefit of Borrower or any other party. Each Creditor further agrees
that if Borrower is in the process of refinancing a portion of the Senior Debt with a new lender, and if Bank makes a request of such
Creditor, Creditor shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions
of this Agreement.


 


11. This
Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed
and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of this Agreement by facsimile, emailed portable document format (“pdf”), or tagged image
file format (“tiff”) or any other electronic means that reproduces an image of the actual executed signature of an authorized
signer of such party shall be effective as delivery of an original executed counterpart of this Agreement, and shall be equally as effective
as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile,
emailed portable document format (“pdf”), or tagged image file format (“tiff”) or any other electronic means
that reproduces an image of the actual executed signature of an authorized signer of such party, also shall deliver a manually executed
counterpart of this Agreement but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Agreement.


 


12. THE
PARTIES HEREBY AGREE THAT THIS AGREEMENT AND ALL OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS RELATED TO THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. CREDITOR,
BORROWER AND BANK EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) CONSENTS AND SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF CALIFORNIA, AND ANY APPELATE COURT THEREOF, (II) AGREES THAT ALL ACTIONS AND PROCEEDINGS
BASED UPON, ARISING OUT OF, RELATING TO OR OTHERWISE CONCERNING THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT RELATED
TO THIS AGREEMENT, INCLUDING ALL CLAIMS FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, SHALL SOLELY AND EXCLUSIVELY BE BROUGHT, HEARD,
AND DETERMINED (LITIGATED) IN SUCH COURTS, (III) ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE SOLE AND EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS, (IV) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED UPON THE GROUNDS OF FORUM
NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO BRINGING OR MAINTAINING ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION, AND
(V) AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, OR ANY SUCH OTHER DOCUMENT, INSTRUMENT OR
AGREEMENT. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST, CREDITOR OR ITS PROPERTIES OR ASSETS
OR BORROWER OR ITS PROPERTIES OR ASSETS IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE ENFORCEMENT OF ANY LIENS OR SECURITY
INTERESTS IN FAVOR OF BANK ON ANY OF CREDITOR’S PROPERTIES OR ASSETS OR BORROWER’S PROPERTIES OR ASSETS.


 


13. THE
UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER
CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.


 




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14. JUDICIAL
REFERENCE PROVISION.


 


(a) In
the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.


 


(b) With
the exception of the items specified in Section 14(c), below, any controversy, dispute or claim (each, a “Claim”) between
the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties
(collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance
with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections,
which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference
proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the state or federal court
in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the
county or district where venue is otherwise appropriate under applicable law (the “Court”).


 


(c) The
matters that shall not be subject to a reference are the following: (i) foreclosure of any security interests in real or personal property,
(ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional
or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary
injunctions). This Judicial Reference Provision does not limit the right of any party to exercise or oppose any of the rights and remedies
described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii)
and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference proceeding pursuant
to this Judicial Reference Provision as provided herein.


 


(d) The
referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten
(10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding
Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis,
and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party
shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).


 


(e) The
parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject
to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference
within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred
twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter
has been submitted for decision.


 


(f) The
referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or
cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise
ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be
taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after
service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision
shall be final and binding.


 




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(g) Except
as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time
and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference
proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter,
except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will
be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court
reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the
referee and the court reporter at trial.


 


(h) The
referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California.
The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The
referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and
rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary
adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties
that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order
in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties
reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties
reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or
a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.


 


(i) If
the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between
the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration
will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of
the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.


 


(j) THE
PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS JUDICIAL REFERENCE PROVISION WILL BE DECIDED
BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE,
EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS JUDICIAL REFERENCE PROVISION WILL APPLY
TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY OTHER DOCUMENTS.


 


15. This
Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements
and commitments. No Creditor is relying on any representations by Bank or Borrower in entering into this Agreement, and each Creditor
has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower. This Agreement may be amended
only by written instrument signed by each Creditor and Bank.


 


16. In
the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled,
in addition to such other relief as may be granted, all reasonable costs and expenses, including reasonable attorneys’ fees, incurred
in such action.


 


17. The
parties agree that this Agreement may be executed by electronic signatures. The parties further agree that the electronic signature of
a party to this Agreement shall be as valid as an original manually executed signature of such party and shall be effective to bind such
party to this Agreement, and that any electronically signed document (including this Agreement) shall be deemed (i) to be “written”
or “in writing,” and (ii) to have been “signed” or “duly executed”. For purposes hereof, “electronic
signature” means a manually-signed original signature that is then transmitted by electronic means or a signature through an electronic
signature technology platform. Notwithstanding the foregoing, Bank may require original manually executed signatures.


 


[Remainder
of page left intentionally blank; Signature pages follow.]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.


 


	 	“Bank”
	 	 
	 	COMERICA
    BANK
	 	 	 
	 	By:	/s/
    Shane Merkord
	 	Name: 	Shane
    Merkord
	 	Title:	Vice
    President
	 	 	 
	 	“Creditors”
	 	 
	 	AMPERSAND
2018 LIMITED PARTNERSHIP

	 	 	 
	 	By:	AMP-18
                                                                                                   Management Company Limited Partnership, its General
                                                                                                   Partner

	 	 	 
	 	By:	AMP-18
    MC LLC, its General Partner
	 	 	 
	 	By:	/s/
    Herbert H. Hooper
	 	Name:	Herbert
    H. Hooper
	 	Title:	Managing
    Member
	 	 	 
	 	1315
    CAPITAL II. L.P.
	 	 
	 	By:	1315
    Capital Management II, LLC, its General Partner
	 	 	 
	 	By:
    	/s/
    Adele C. Oliva
	 	Name:	Adele
    C. Oliva
	 	Title:
    	Managing
    Member


 


[Signature
Page to Subordination Agreement (17953524)]


 




    	 



     


    

 


The
undersigned approves of the terms of this Agreement.


 


	 	INTERPACE
    BIOSCIENCES, INC.
	 	 	 
	 	By:
    	/s/
    Thomas W. Burnell
	 	Name:
    	Thomas
    W. Burnell
	 	Title:	Chief
    Executive Officer 
	 	 	 
	 	INTERPACE
    DIAGNOSTICS CORPORATION
	 	 	 
	 	By:
    	/s/
    Thomas W. Burnell
	 	Name:
    	Thomas
    W. Burnell
	 	Title:	Chief
Executive Officer
	 	 	 
	 	INTERPACE
    DIAGNOSTICS, LLC
	 	 	 
	 	By:
    	/s/
    Thomas W. Burnell
	 	Name:	Thomas
W. Burnell
	 	Title:	Chief
Executive Officer
	 	 	 
	 	INTERPACE
    PHARMA SOLUTIONS, INC.
	 	 	 
	 	By:
    	/s/
    Thomas W. Burnell
	 	Name:
    	Thomas
    W. Burnell
	 	Title:	Chief
Executive Officer 
	 	 	 
	 	COMERICA
    BANK
	 	 	 
	 	By:
    	/s/
    Shane Merkord
	 	Name:
    	Shane
    Merkord
	

	Title:	Vice President


 


[Signature
Page to Subordination Agreement (17953524)]