Exhibit
10.2


 


FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT


 


This
First Amendment to Loan and Security Agreement and Consent (“Amendment”) is entered into as of November 1, 2021 between
Interpace Biosciences, Inc., a Delaware corporation (“Parent”), Interpace Diagnostics Corporation, a Delaware
corporation (“Diagnostics Corporation”), Interpace Diagnostics, LLC, a Delaware limited liability company (“Diagnostics”)
and Interpace Pharma Solutions, Inc., a Delaware corporation (“Pharma Solutions”, and together with Parent, Diagnostics
Corporation, and Diagnostics, the “Borrowers” and each individually a “Borrower”) and Comerica Bank (“Bank”).


 


RECITALS


 


Borrowers
and Bank are parties to that Loan and Security Agreement dated October 13, 2021, as it may be amended, restated or otherwise modified
from time to time (“Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
In addition, Borrowers have requested Bank’s consent to the incurrence of certain Indebtedness and the prepayment of Subordinated
Debt.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Consents.


 


(a)
Section 7.4 of the Agreement prohibits (i) the incurrence of certain Indebtedness and (ii) the prepayment of Subordinated Debt, without
the Bank’s prior written consent. Sections 7.9 and 8.7 of the Agreement prohibits any payment in respect of any Subordinated Debt,
except in compliance with the terms of such Subordinated Debt and the terms of the subordination agreement relating to such Subordinated
Debt, without the Bank’s prior written consent. Borrowers have informed Bank that Borrowers desire to (i) incur certain Indebtedness
in an aggregate original principal amount equal to Eight Million Dollars ($8,000,000.00) (“BroadOak Transaction”) payable
to BroadOak Fund V, L.P. (“Subordinated Creditor”), under that certain Loan and Security Agreement dated as of the date hereof
by and among Subordinated Creditor and Borrowers, a copy of which is attached hereto as Exhibit A (“BroadOak Loan Agreement”)
and (ii) payoff in its entirety the Subordinated Debt owing to Ampersand 2018 Limited Partnership, a Delaware limited partnership (“Ampersand”)
and 1315 Capital II, L.P., a Delaware limited partnership (“1315”) (“Ampersand Payoff” and collectively with
the BroadOak Transaction, the “Transactions”). Borrowers have requested that Bank consent to the Transactions.


 


(b)
Bank hereby consents to the Transactions; provided that (i) on or before the consummation of the BroadOak Transaction, the Subordinated
Creditor (1) executes and delivers to Bank a subordination and intercreditor agreement, in form and substance acceptable to Bank, and
(2) within three (3) days after the consummation of the BroadOak Transaction, Borrower shall have delivered to Bank fully executed copies
of the BroadOak Loan Agreement and all schedules and exhibits thereto and all related material documents, and (ii) within three (3) days
after the Ampersand Payoff, Ampersand and 1315 deliver to Bank, in form and substance satisfactory to Bank, a UCC-3 termination related
to any UCC financing statements filed in connection with any security interest in favor of Ampersand and 1315 and Borrowers (if any),
and (iii) no default or Event of Default has occurred (and not been waived in writing by Bank) under any of the Loan Documents prior
to the consummation of the Transactions or would result after giving effect thereto.


 


(c)
Except as specifically set forth herein, the consents above shall not be deemed to amend or alter in any respect the terms and conditions
of the Agreement or any of the other Loan Documents, or to constitute a waiver or release by Bank of any right, remedy, Collateral, default
or Event of Default under the Agreement or any of the other Loan Documents, except to the extent specifically set forth herein. These
consents shall not act as a consent to any other transaction, act or omission, whether related or unrelated thereto and shall not extend
to or affect any obligation, covenant or agreement not expressly consented hereto. Furthermore, these consents shall not affect in any
manner whatsoever any rights or remedies of Bank with respect to any other non-compliance by any Borrower with the Agreement or the other
Loan Documents, whether in the nature of a default or Event of Default, and whether now in existence or subsequently arising, and shall
not apply to any other transaction.


 




    	1



     


    

 


2.
Amendments to Agreement.


 


(a)
Clause (g) of the definition of “Permitted Liens” in Exhibit A to the Agreement is amended and restated in its entirety as
follows:


 


“(g)
A Lien in favor of BroadOak Fund V, L.P., that is expressly subordinate in priority to any and all liens, security interests and mortgages
in favor of Bank pursuant to the terms of a subordination and intercreditor agreement executed and delivered unto, and acceptable to,
Bank; and”


 


(b)
Section 7.5 is hereby amended and restated in its entirety to read as follows:


 


“7.5
Encumbrances. Create, incur, assume or allow any Lien with respect to any of its property, or assign or otherwise convey any right
to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant
to any other Person (other than Broad Oak, pursuant to the BroadOak Loan Agreement; provided that the BroadOak Loan Agreement does not
prohibit Liens in favor of Bank) that such Borrower in the future will refrain from creating, incurring, assuming or allowing any Lien
with respect to any of such Borrower’s property.”


 


(c)
Section 7.6 is hereby amended to add the following sentence to the end thereof:


 


“Nothing
in this Section 7.6 shall restrict or otherwise prohibit dividends or distributions from any Subsidiary to a Borrower.”


 


(d)
New Section 8.11 is added to the Agreement to read in its entirety as follows:


 


“8.11
BroadOak Agreement. If there is a default or other failure to perform by any Borrower under that certain Loan and Security Agreement
dated as of October 29, 2021 (as amended, amended and restated, or modified from time to time, the “BroadOak Loan Agreement”)
by and among BroadOak Fund V, L.P. (together with its successors and assigns, “BroadOak”) and Borrowers resulting in a right
by BroadOak, whether or not exercised, to accelerate the maturity of any Indebtedness.”


 


(e)
The attached Schedule of Exceptions amends and restates the Schedule of Exceptions attached to the Agreement.


 


3.
No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate
as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s
failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand
strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.


 


4.
Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects.
Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.


 


5.
Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all
material respects as of the date of this Amendment, and that no Event of Default has occurred and is continuing.


 


6.
As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a)
this Amendment, duly executed by each Borrower;


 


(b)
all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of any Borrower’s accounts;
and


 


(c)
such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


7.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument.


 


[Remainder
of Page Intentionally Left Blank]


 




    	2



     


    

 


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


 


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


 


[Signature
Page to First to Loan and Security Agreement and Consent (18083894)]


 




    	 



     


    

 


EXHIBIT
A


 


BROADOAK
TRANSACTION


 


(see
attached)


 




    	 



     


    

 


SCHEDULE
OF EXCEPTIONS


TO
LOAN AND SECURITY AGREEMENT


 


Permitted
Indebtedness (Exhibit A)


 


	Lender	 	Aggregate Principal Amount	 	 	Maturity Date	 	Secured/Unsecured
	BroadOak Fund V, L.P.	 	$	8,000,000.00	 	 	October 31, 2024	 	Secured



 


Permitted
Investments (Exhibit A)


 


	Borrower	 	Investment	 	 	Shares	 	 	Value	 	 	Shares Certificated?	 
	Interpace Biosciences, Inc.	 	Shares in Diamir Biosciences Corp.	 	 	42,280 shares of common stock	 	 	Approximately $248,000 at the time of the transaction	 	 	Yes.	 



 


Permitted
Liens (Exhibit A)


 

	Holder of Lien/Encumbrance	 	Description of Property Encumbered	 	Borrower/Subsidiary
	Thermo Fisher Financial Services, Inc.	 	T630 Server (A28563); AV (A39558); Oncomine Focus x 7 (A42008); 520 Chip x 4 (A27762); ION 510/520/530 KIT-CHEF x 4 (A24461); Superscript x 5 (11756050)	 	Interpace Biosciences, Inc.
	Thermo Fisher Financial Services, Inc.	 	KF Apex 96 DW Head (5400930); KF Apex 96 Combi Head (24079920); SVC IQOQ KF Apex (A47012); Freight	 	Interpace Biosciences, Inc.
	NFS Leasing, Inc. 
  
People’s United Bank, N.A	 	Equipment or Software as described in the Schedule 1 to Master Lease Agreement 2021-0280	 	Interpace Biosciences, Inc.
	NFS Leasing, Inc. 
  
People’s United Bank, N.A	 	Equipment or Software as described in the Schedule 1 to Master Lease Agreement 2021-0280	 	Interpace Diagnostics Corporation




 




    	 



     


    

 


	Dell Financial Services L.L.C.	 	Equipment or Software as described in Agreement Number 001-8083279-002	 	Interpace Diagnostics Corporation
	Dell Financial Services L.L.C.	 	Equipment or Software as described in Agreement Number 001-9010536-001	 	Interpace Diagnostics Corporation
	Thermo Fisher Financial Services Inc.	 	ION PGM DX INST System x 2 (A25511); PGM Trade In	 	Interpace Pharma Solutions, Inc.
	NFS Leasing, Inc. 
  
People’s United Bank, N.A	 	Equipment or Software as described in the Schedule 1 to Master Lease Agreement 2021-0281	 	Interpace Pharma Solutions, Inc.



 


Security
Interests (Section 4.1)


 


	Holder of Lien/Encumbrance	 	Description of Property Encumbered	 	Borrower/Subsidiary
	Thermo Fisher Financial Services, Inc.	 	T630 Server (A28563); AV (A39558); Oncomine Focus x 7 (A42008); 520 Chip x 4 (A27762); ION 510/520/530 KIT-CHEF x 4 (A24461); Superscript x 5 (11756050)	 	Interpace Biosciences, Inc.
	Thermo Fisher Financial Services, Inc.	 	KF Apex 96 DW Head (5400930); KF Apex 96 Combi Head (24079920); SVC IQOQ KF Apex (A47012); Freight	 	Interpace Biosciences, Inc.
	NFS Leasing, Inc. 
  
People’s United Bank, N.A	 	Equipment or Software as described in the Schedule 1 to Master Lease Agreement 2021-0280	 	Interpace Biosciences, Inc.
	NFS Leasing, Inc. 
  
People’s United Bank, N.A	 	Equipment or Software as described in the Schedule 1 to Master Lease Agreement 2021-0280	 	Interpace Diagnostics Corporation
	Dell Financial Services L.L.C.	 	Equipment or Software as described in Agreement Number 001-8083279-002	 	Interpace Diagnostics Corporation
	Dell Financial Services L.L.C.	 	Equipment or Software as described in Agreement Number 001-9010536-001	 	Interpace Diagnostics Corporation
	Thermo Fisher Financial Services Inc.	 	ION PGM DX INST System x 2 (A25511); PGM Trade In	 	Interpace Pharma Solutions, Inc.
	NFS Leasing, Inc. 
  
People’s United Bank, N.A	 	Equipment or Software as described in the Schedule 1 to Master Lease Agreement 2021-0281	 	Interpace Pharma Solutions, Inc.



 




    	 



     


    

 


Collateral
(Section 5.3)


 


Deposit
or Securities Accounts


 


	Institution
    Name	 	Account
    Number	 	Name
    of Account Owner
	Silicon
    Valley Bank	 	3302869016

     

    3303131218

     

    3302347153

     

    3302544768

     

    3302859599

     

    3302544787

     

    3302347168

     

    6600003926

     

    3302950600

     

    3302870604

     

    3302874674
	 	Interpace
    Biosciences, Inc.
	PNC
    Bank	 	1012785997	 	Interpace
    Diagnostics Corporation
	Pacific
    Western Bank	 	0002002871

     

    000109021
	 	Interpace
    Diagnostics Corporation


 


Intellectual
Property Collateral (Section 5.4)


 


Patents:


 


Interpace
Diagnostics, LLC:


 


	Country	 	Serial
    No.	 	Filing
    Date	 	Patent
    No.	 	Issue
    Date	 	Expiration
    Date
	MICRO
    RNAs DIFFERENTIALLY EXPRESSED IN PANCREATIC DISEASE AND USES THEREOF
	US	 	60/826173	 	19-Sep-2006	 	 	 	 	 	 
	US
    (Abandoned)	 	11/857948	 	19-Sep-2007	 	 	 	 	 	 
	US
    (Abandoned)	 	15/917935	 	12-Mar-2018	 	 	 	 	 	 
	MIRNAS
    AS BIOMARKERS FOR DISTINGUISHING BENIGN FROM MALIGNANT THYROID NEOPLASMS
	US	 	61/414778	 	17-Nov-2010	 	 	 	 	 	 
	US	 	13/299226	 	17-Nov-2011	 	10150999	 	11-Dec-2018	 	17-Nov-2031
	US	 	16/188769	 	13-Nov-2018	 	11118231	 	14-Sep-2021	 	17-Nov-2031
	US	 	17/400660	 	12-Aug-2021	 	 	 	 	 	 
	METHODS
    AND COMPOSITIONS INVOLVING MIR-135B FOR DISTINGUISHING PANCREATIC CANCER FROM BENIGN PANCREATIC DISEASE
	US	 	61/534332	 	13-Sep-2011	 	 	 	 	 	 
	US	 	61/536486	 	19-Sep-2011	 	 	 	 	 	 


 




    	 



     


    

 


	US	 	13/615066	 	13-Sep-2012	 	9644241	 	09-May-2017	 	13-Sep-2032
	US	 	15/491399	 	19-Apr-2017	 	10655184	 	19-May-2020	 	13-Sep-2032
	US
    (Abandoned)	 	16/855469	 	22-Apr-2020	 	 	 	 	 	 
	MIRNAS
    AS DIAGNOSTIC BIOMARKERS TO DISTINGUISH BENIGN FROM MALIGNANT THYROID TUMORS
	US	 	61/552451	 	27-Oct-2011	 	 	 	 	 	 
	US	 	61/552762	 	28-Oct-2011	 	 	 	 	 	 
	US
    (Abandoned)	 	13/662450	 	27-Oct-2012	 	 	 	 	 	 
	US
    (Abandoned)	 	15/873067
    	 	17-Jan-2018	 	 	 	 	 	 
	DIAGNOSTIC
    MIRNAS FOR DIFFERENTIAL DIAGNOSIS OF INCIDENTAL PANCREATIC CYSTIC LESIONS
	US	 	61/709411	 	04-Oct-2012	 	 	 	 	 	 
	US	 	61/716396	 	19-Oct-2012	 	 	 	 	 	 
	US
    (Abandoned)	 	13/801737	 	13-Mar-2013	 	 	 	 	 	 
	US

    

    (Abandoned)
	 	15/826909	 	30-Nov-2017	 	 	 	 	 	 

	US
    (Abandoned)	 	16/869405	 	07-May-2020	 	 	 	 	 	 


 


Interpace
Diagnostics Corporation:


 


	Country	 	Serial
    No.	 	Filing
    Date	 	Patent
    No.	 	Issue
    Date	 	Expiration
    Date
	METHODS
    FOR TREATING BARRETT’S METAPLASIA AND ESOPHAGEAL ADENOCARCINOMA
	US	 	62/267619	 	15-Dec-2015	 	 	 	 	 	 
	US
    (Abandoned)	 	15/378370	 	14-Dec-2016	 	 	 	 	 	 
	TOPOGRAPHIC
    GENOTYPING FOR DETERMINING THE DIAGNOSIS, MALIGNANT POTENTIAL, AND BIOLOGIC BEHAVIOR OF PANCREATIC

     

    CYSTS
    AND RELATED CONDITIONS

	US	 	60/620926	 	22-Oct-2004	 	 	 	 	 	 
	US	 	60/631240	 	29-Nov-2004	 	 	 	 	 	 
	US	 	60/644568	 	19-Jan-2005	 	 	 	 	 	 
	US	 	60/679968	 	12-May-2005	 	 	 	 	 	 
	US	 	60/679969	 	12-May-2005	 	 	 	 	 	 
	US
    (Abandoned)	 	11/255978	 	24-Oct-2005	 	 	 	 	 	 
	US
    (Abandoned)	 	11/256150	 	24-Oct-2005	 	 	 	 	 	 
	US
    (Abandoned)	 	11/256152	 	24-Oct-2005	 	 	 	 	 	 
	US
    (Abandoned)	 	11/255980	 	24-Oct-2005	 	 	 	 	 	 
	US
    (Abandoned)	 	14/305727	 	16-Jun-2014	 	 	 	 	 	 
	US	 	15/912654	 	06-Mar-2018	 	11143657	 	12-Oct-2021	 	23-Jul-2036
	US	 	17/498365	 	11-Oct-2021	 	 	 	 	 	 
	METHODS
    FOR TREATING BARRETT’S METAPLASIA AND ESOPHAGEAL ADENOCARCINOMA
	US	 	61/565879	 	01-Dec-2011	 	 	 	 	 	 
	US	 	61/640527	 	30-Apr-2012	 	 	 	 	 	 
	US	 	61/661256	 	18-Jun-2012	 	 	 	 	 	 
	US	 	13/692727	 	03-Dec-2012	 	10255410	 	09-Apr-2019	 	23-Jan-2033
	US	 	13/954247	 	30-Jul-2013	 	10131942	 	20-Nov-2018	 	19-Mar-2033
	US
    (Abandoned)	 	16/166486	 	22-Oct-2018	 	 	 	 	 	 
	US	 	16/285604	 	26-Feb-2019	 	 	 	 	 	 


 




    	 



     


    

 


	METHODS
    FOR MEASURING CARCINOEMBRYONIC ANTIGEN
	US	 	61/731725	 	30-Nov-2012	 	 	 	 	 	 
	US	 	61/824623	 	17-May-2013	 	 	 	 	 	 
	US	 	61/840963	 	28-Jun-2013	 	 	 	 	 	 
	US	 	14/092036	 	27-Nov-2013	 	9341628	 	17-May-2016	 	23-Mar-2034
	US	 	15/147960	 	06-May-2016	 	10444239	 	15-Oct-2019	 	27-Nov-2033
	US	 	16/558489	 	03-Sep-2019	 	 	 	 	 	 
	METHODS
    OF IDENTIFYING AND TREATING AGGRESSIVE THYROID TUMORS
	US	 	62/573370	 	17-Oct-2017	 	 	 	 	 	 
	US	 	16/162883	 	17-Oct-2018	 	 	 	 	 	 


 


Trademarks:


 


Interpace
Diagnostics, LLC:


 


	Word
    Mark	 	Serial
    No.	 	Filing
    Date	 	Registration
    No.	 	Registration
    Date
	BARREGEN	 	86525982	 	05-Feb-2015	 	5142307	 	14-Feb-2017
	BARAGEN
    (Abandoned)	 	86390390	 	10-Sep-2014	 	 	 	 
	BARREGEN
    ESOPHAGEAL CANCER RISK CLASSIFIER	 	86910938	 	17-Feb-2016	 	5210362	 	23-May-2017
	BARREMIR
    (Abandoned)	 	87623146	 	26-Sep-2017	 	 	 	 
	INTERPACE
    DIAGNOSTICS (Abandoned)	 	86126455	 	22-Nov-2013	 	 	 	 
	INTERPACEDX
    (Abandoned)	 	86526999	 	06-Feb-2015	 	 	 	 
	INTERPACE
    DIAGNOSTICS	 	86130866	 	27-Nov-2013	 	4646544	 	25-Nov-2014
	INTERPACE
    DIAGNOSTICS	 	86944287	 	17-Mar-2016	 	5072603	 	01-Nov-2016
	INTERPACE
    BIOSCIENCES	 	88651133	 	11-Oct-2019	 	6092660	 	30-Jun-2020
	INTERPACE
    PHARMA SOLUTIONS	 	88680696	 	05-Nov-2019	 	6092700	 	30-Jun-2020
	INTERPACE
    BIOSCIENCES	 	90531881	 	17-Feb-2021	 	 	 	 
	[DESIGN
    ONLY]	 	86290079	 	23-May-2014	 	4882368	 	05-Jan-2016
	[DESIGN
    ONLY]	 	86944266	 	17-Mar-2016	 	5067909	 	25-Oct-2016
	MIRINFORM
    (Cancelled)	 	77447187	 	14-Apr-2008	 	3546361	 	16-Dec-2008
	MIRINFORM	 	85067844	 	21-Jun-2010	 	4071426	 	13-Dec-2011
	MIRINFORM	 	85067850	 	21-Jun-2010	 	4071427	 	13-Dec-2011
	MANAGEMDX
    (Abandoned)	 	86434107	 	24-Oct-2014	 	 	 	 
	PANDNA	 	87178397	 	21-Sep-2016	 	5318439	 	24-Oct-2017
	PANCRAGEN	 	86370325	 	19-Aug-2014	 	4796668	 	18-Aug-2015
	PANCRAMIR
    (Abandoned)	 	86357914	 	05-Aug-2014	 	 	 	 
	POWER
    IN PERFORMANCE	 	86325980	 	01-Jul-2014	 	4729240	 	28-Apr-2015
	RESPRIDX	 	87647404	 	16-Oct-2017	 	5504939	 	26-Jun-2018
	THYMIRA
    (Abandoned)	 	86370332	 	19-Aug-2014	 	 	 	 
	THYGENX	 	86365003	 	13-Aug-2014	 	4729279	 	28-Apr-2015
	THYRAMIR	 	86370328	 	19-Aug-2014	 	4882519	 	05-Jan-2016
	THYGENEXT	 	87868479	 	09-Apr-2018	 	5651597	 	08-Jan-2019
	WE
    OWN THE FUTURE	 	90539740	 	22-Feb-2021	 	 	 	 


 




    	 



     


    

 


Interpace
Diagnostics Corporation:


 


	Word
    Mark	 	Serial
    No.	 	Filing
    Date	 	Registration
    No.	 	Registration
    Date
	COVIANT	 	88906872	 	08-May-2020	 	6343361	 	04-May-2021
	COVIANT
    DX	 	90086014	 	31-Jul-2020	 	 	 	 
	[DESIGN
    ONLY]	 	90452747	 	07-Jan-2021	 	 	 	 
	MARKERS
    THAT MATTER	 	90097773	 	06-Aug-2020	 	6407358	 	06-Jul-2021
	PATHFINDERTG	 	78848127	 	28-Mar-2006	 	3208314	 	13-Feb-2007
	SERACOV
    (Abandoned)	 	88906794	 	08-May-2020	 	 	 	 
	THYGRESSA	 	88532986	 	24-Jul-2019	 	 	 	 


 


Interpace
Biosciences, Inc.:


 


	Word
    Mark	 	Serial
    No.	 	Filing
    Date	 	Registration
    No.	 	Registration
    Date
	THYGRESSA	 	88532986	 	24-Jul-2019	 	 	 	 


 


Prior
Names (Section 5.5)


 


	Borrower	 	Prior
    Name	 	Period
    of Use	 	Note
    whether legal name, fictitious name, d/b/a, trade name, etc.
	Interpace
    Biosciences, Inc.	 	Interpace
    Diagnostics Group Inc.	 	12/22/15
    – 11/12/19	 	Prior
    legal name
	 	 	PDI,
    Inc.	 	Prior
    to 12/22/15	 	Prior
    legal name
	Interpace
    Pharma Solutions, Inc.	 	Interpace
    BioPharma, Inc.	 	06/28/19
    – 11/12/19	 	Prior
    legal name


 


Inventory
or Equipment Locations (Section 5.5)


 


	Address	 	Borrower	 	Equipment/Inventory
	2515
    Liberty Avenue Pittsburgh, Pa 15222	 	Interpace
    Diagnostics Corporation	 	Lab
    equipment
	2
    Church Street Suite B-05 New Haven, Ct 06519	 	Interpace
    Diagnostics Lab, Inc.	 	Lab
    equipment
	133
    Southcenter Court, Suite 400, Morrisville, NC 27560	 	Interpace
    Pharma Solutions, Inc.	 	Lab
    equipment


 


Litigation
(Section 5.6)


 


None.


 


Subsidiaries
(Section 5.10)


 


	Subsidiary	 	Jurisdiction	 	Shareholder(s)/Member(s)	 	Percentage
    of Equity Interests
	Interpace
    Diagnostics, LLC	 	Delaware	 	Interpace
    Biosciences, Inc.	 	100%
	Interpace
    Diagnostics Corporation	 	Delaware	 	Interpace
    Diagnostics, LLC	 	100%
	Interpace
    Diagnostics Lab Inc.	 	Delaware	 	Interpace
    Diagnostics, LLC	 	100%
	Interpace
    Pharma Solutions, Inc.	 	Delaware	 	Interpace
    Biosciences, Inc.	 	100%


 


Restricted
Agreements (Section 5.12)


 


	1.	Loan
    and Security Agreement, dated as of October 29, 2021, among BroadOak Fund V, L.P. (“Lender”), Interpace Biosciences,
    Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. (as amended, modified, restated,
    replaced or supplemented from time to time).