Exhibit
10.1


 


SUPPORT
AGREEMENT


 


THIS
SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 7, 2020, by and between Ampersand 2018
Limited Partnership, a Delaware limited partnership (“Ampersand”), and Interpace Biosciences, Inc., a Delaware
corporation (the “Company”).


 


BACKGROUND


 


WHEREAS,
pursuant to a Securities Purchase and Exchange Agreement, dated as of January 10, 2020, the Company issued and delivered 27,000
shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Shares”),
to Ampersand in exchange for Ampersand’s 270 shares of the Company’s Series A Convertible Preferred Stock, par value
$0.01 per share, pursuant to the terms and subject to the conditions set forth therein


 


WHEREAS,
the Series B Shares have the designation, powers, preferences and rights, and the qualifications, limitations and restrictions,
as specified in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock
filed with the Secretary of State of the State of Delaware on January 14, 2020 (the “Certificate of Designation”).


 


WHEREAS,
the Company and Ampersand are parties to that certain Amended and Restated Investor Rights Agreement, entered into as of January
15, 2020 (the “Investor Rights Agreement”), by and among the Company, Ampersand and 1315 Capital II, L.P.,
a Delaware limited partnership (“1315 Capital”), which establishes certain terms and conditions concerning
the rights of and restrictions on 1315 Capital and Ampersand with respect to the ownership of the Series B Shares and other capital
stock of the Company.


 


WHEREAS,
the Company and Ampersand desire to enter into this Agreement in order to set forth their mutual understanding with respect to
certain consent and voting rights of Ampersand as set forth in the Certificate of Designation and Investor Rights Agreement.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and intending to be legally bound, the parties hereby agree as follows:


 


1.
Shares Subject to this Agreement. Ampersand hereby agrees to vote all Series B Shares registered in its name or beneficially
owned by it and/or over which it exercises voting control as of the date of this Agreement and any other Series B Shares legally
or beneficially held or acquired by Ampersand after the date hereof or over which it exercises voting control (the “Shares”)
in accordance with the provisions of this Agreement.


 


2.
Proxy. Ampersand hereby consents to, and agrees to vote (by proxy or otherwise) its Shares in favor of, any Fundamental
Action desired to be taken by the Company as determined by the Company’s Board of Directors. For purposes of this Agreement,
“Fundamental Action” shall mean any action proposed to be taken by the Company and set forth in Section 4(d)(i),
4(d)(ii), 4(d)(v) 4(d)(vi), 4(d)(viii) or 4(d)(ix) of the Certificate of Designation or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6,
8.5.1.8 or 8.5.1.9 of the Investor Rights Agreement. Except as set forth in this Section 2, Ampersand shall retain all other rights,
including the right to consent to any action other than a Fundamental Action, set forth in Section 4(d) of the Certificate of
Designation or Section 8.5 of the Investor Rights Agreement.


 




    	 



     


    

 


3.
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect
ownership or incidence of ownership of or with respect to any Shares.


 


4.
Miscellaneous.


 


(a)
Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been
duly given and received (a) when personally delivered, (b) when sent by facsimile or email upon confirmation of receipt, (c) one
business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five
business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid,
in each case addressed:


 


If
to the Company to:


 


Interpace
Biosciences, Inc.


Morris
Corporate Center 1, Building C


300
Interpace Parkway, Parsippany, NJ 07054


Attention:
Jack E. Stover, President and CEO


Email:
jstover@interpace.com


 


With
a copy to:


 


Pepper
Hamilton LLP


620
Eighth Avenue, 37th Floor


New
York Times Building


New
York, NY 10018


Attention:
Merrill M. Kraines, Esquire


Email:
krainesm@pepperlaw.com


 


If
to Ampersand to:


 


Ampersand
2018 Limited Partnership


c/o
Ampersand Capital Partners


55
William Street, Suite 240


Wellesley,
MA 02481


Attention:
Dana L. Niles, Chief Operating Partner


Email:
dln@ampersandcapital.com


 


With
a copy to:


 


Goodwin
Procter LLP


100
Northern Avenue


Boston,
MA 02210


Attention:
James T. Barrett, Esq., and Jocelyn Arel, Esq.


Email:
JBarrett@goodwinlaw.com and JArel@goodwinlaw.com


 


Any
party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that
party by giving notice specifying such change to the other parties hereto. Ampersand and the Company may each agree in writing
to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved
by it; provided that approval of such procedures may be limited to particular notices or communications.


 




    	 



     


    

 


(b)
Amendments; Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived,
only by an instrument in writing and signed by Ampersand and the Company. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist
upon compliance by any other party with its obligation under this Agreement, and any custom or practice of the parties at variance
with the terms of this Agreement, shall not constitute a waiver by such party of such party’s right to exercise any such
or other right, power or remedy or to demand such compliance.


 


(c)
Rules of Construction. The parties hereto hereby waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.


 


(d)
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other parties hereto; it being understood that all parties need not sign the same counterpart.


 


(e)
Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by
a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full
force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably
to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent
possible, the economic, business and other purposes of such void or unenforceable provision.


 


(f)
Governing Law; Consent to Jurisdiction. This Agreement, and the provisions, rights, obligations, and conditions set forth
herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort,
or under statute, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect
to its conflict of law provisions.


 


(g)
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring the expenses.


 


(h)
Entire Agreement. This Agreement is the entire agreement between the parties regarding the matters addressed herein and
it supersedes and replaces all prior agreements, representations, negotiations or discussions between the parties regarding such
matters, whether written or oral.


 


(i)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this SUPPORT AGREEMENT to be executed as of the date first written
above.


 


	 	INTERPACE
    BIOSCIENCES, INC.
	 	 	 
	 	By:
    	/s/
    Jack E. Stover
	 	Name:
    	Jack
    E. Stover
	 	Title:
    	President
    & CEO




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this SUPPORT AGREEMENT to be executed as of the date first written
above.


 


	 	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