Exhibit
4.3


 


JOINDER
AND SECOND LOAN MODIFICATION AGREEMENT


 


This
Joinder and Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October
19, 2020, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), (b) (i) INTERPACE
BIOSCIENCES, INC., (f/k/a Interpace Diagnostics Group, Inc.) a Delaware corporation (“IDG”), (ii) INTERPACE
DIAGNOSTICS CORPORATION, a Delaware corporation (“IDC”), and (iii) INTERPACE DIAGNOSTICS, LLC, a
Delaware limited liability company (“IDLLC”) (IDG, IDC and IDLLC are hereinafter jointly and severally, individually
and collectively, referred to as “Existing Borrower”), and (c) INTERPACE PHARMA SOLUTIONS, INC., a Delaware
corporation (“New Borrower”) (New Borrower and Existing Borrower, are hereinafter jointly, severally, individually
and collectively, “Borrower”).


 


1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower
to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of November 13, 2018, evidenced by, among other
documents, a certain Loan and Security Agreement dated as of November 13, 2018, between Borrower and Bank, as amended by a certain
First Loan Modification Agreement dated as of March 18, 2019 (as has been and as may be further amended, modified, restated, replaced
or supplemented from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined
herein shall have the same meaning as in the Loan Agreement.


 


2.
JOINDER TO LOAN AGREEMENT. New Borrower hereby joins the Loan Agreement and each of the Loan Documents, and agrees to comply
with and be bound by all of the terms, conditions and covenants of the Loan Agreement and Loan Documents, as if it were originally
named a “Borrower” therein. Without limiting the generality of the preceding sentence, New Borrower agrees that it
will be jointly and severally liable, together with the Existing Borrower, for the payment and performance of all obligations
and liabilities of Borrower under the Loan Agreement, including, without limitation, the Obligations. Each Borrower hereby appoints
the other as agent for the other for all purposes hereunder. Each Borrower hereunder shall be obligated to repay all Credit Extensions
made pursuant to the Loan Agreement, regardless of which Borrower actually receives said Credit Extension, as if each Borrower
hereunder directly received all Credit Extensions.


 


3.
RESERVED.


 


4.
GRANT OF SECURITY INTEREST. To secure the prompt payment and performance of all of the Obligations, New Borrower hereby
grants to Bank a continuing lien upon and security interest in all of New Borrower’s now existing or hereafter arising rights
and interests in such assets of New Borrower as are consistent with the description of the
Collateral set forth on Exhibit A of the Loan Agreement (as if such Collateral were deemed to pertain to the assets of
New Borrower), whether now owned or existing or hereafter created, acquired, or arising, and wherever located, including,
without limitation, all of New Borrower’s assets, and all New Borrower’s books relating to the foregoing and any and
all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions
and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. New Borrower further
covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all
such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Bank that are reasonably deemed
necessary by Bank in order to grant a valid, perfected first priority security interest to Bank in the Collateral (subject only
to Permitted Liens that are permitted pursuant to the terms of the Loan Agreement to have superior priority to Bank’s Lien
in the Loan Agreement). New Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all
appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any
disposition of the Collateral, by either Borrower or any other Person shall be deemed to violate the rights of Bank under the
Code. Any such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar
effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.


 




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5.
REPRESENTATIONS AND WARRANTIES. New Borrower hereby represents and warrants to Bank that all representations and warranties
in the Loan Documents made on the part of Existing Borrower are true and correct on the date hereof with respect to New Borrower,
with the same force and effect as if New Borrower was named as “Borrower” in the Loan Documents in addition to Existing
Borrower.


 


6.
DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by, among other property, the Collateral as defined
in the Loan Agreement (together with any other collateral security granted to Bank, as amended, the “Security Documents”).
Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred
to as the “Existing Loan Documents”.


 


7.
DELIVERY OF DOCUMENTS. Each Borrower hereby agrees that the following documents shall be delivered to Bank prior to or
contemporaneously with delivery of this Loan Modification Agreement, each in form and substance satisfactory to Bank:


 


	 	A.	a
    secretary’s corporate borrowing certificate for each of IDG, IDC and New Borrower with respect to each such borrower’s
    certificate of incorporation, by-laws, incumbency and resolutions authorizing the execution and delivery of this Loan Modification
    Agreement and the other documents required by Bank in connection with this Loan Modification Agreement;
	 	 	 
	 	B.	a
    limited liability company borrowing certificate for IDLLC with respect to IDLLC’s certificate of formation, operating
    agreement, incumbency and resolutions authorizing the execution and delivery of this Loan Modification Agreement and the other
    documents required by Bank in connection with this Loan Modification Agreement;
	 	 	 
	 	C.	consent
    of each of IDG’s, IDC’s and New Borrower’s shareholders, as necessary, authorizing the execution and delivery
    of this Loan Modification Agreement and the other documents required by Bank in connection with this Loan Modification Agreement;
	 	 	 
	 	D.	consent
    of IDLLC’s members or managers, as applicable, authorizing the execution and delivery of this Loan Modification Agreement
    and the other documents required by Bank in connection with this Loan Modification Agreement;
	 	 	 
	 	E.	a
    long form Certificate of Good Standing for each Borrower certified by the Secretary of State of Delaware;
	 	 	 
	 	F.	certificates
    of Good Standing/Foreign Qualification for each Borrower, certified by the Secretary of State (or equivalent agency) for each
    state in which such Borrower is qualified to do business;
	 	 	 
	 	G.	the
    results of UCC searches for each Borrower indicating that there are no Liens other than Permitted Liens, and otherwise in
    form and substance satisfactory to Bank;
	 	 	 
	 	H.	a
    Perfection Certificate for each of IDG and New Borrower;
	 	 	 
	 	I.	evidence
    of insurance (on Acord 28 and Acord 25 certificates, as acceptable to Bank) for each Borrower; and
	 	 	 
	 	J.	such
    other documents as Bank may reasonably request.


 




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8.
DESCRIPTION OF CHANGE IN TERMS.


 


	 	A.	Modifications
    to Loan Agreement.


 


	 	1	Borrower
    hereby acknowledges and agrees that Borrower will deliver to Bank, each in form and substance satisfactory to Bank, within
    forty-five (45) days from the date of this Loan Modification Agreement: (i) an endorsement to Borrower’s general liability
    insurance policy that names Bank as an additional insured, (ii) an endorsement to Borrower’s property insurance policy
    that names Bank as the sole lender’s loss payee and (iii) endorsements to the general liability and property insurance
    policies stating that the insurer will give Bank at least thirty (30) days prior written notice before any such policy or
    policies shall be materially altered or canceled. Borrower acknowledges and agrees that the failure of Borrower to satisfy
    the requirements set forth in the immediately preceding sentence on or prior to the date that is forty-five (45) days from
    the date of this Loan Modification Agreement shall result in an immediate Event of Default under the Loan Agreement for which
    there shall be no grace or cure period.
	 	 	 
	 	2	The
    Loan Agreement shall be amended by deleting the defined term “Borrower” where it appears in the preamble thereof.
	 	 	 
	 	3	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 2.2.1 thereof:


 


“
(a) As part of the Revolving Line, Bank shall issue or have issued the Landlord Letter of Credit for Borrower’s account.
The aggregate Dollar Equivalent amount utilized for the issuance of the Landlord Letter of Credit shall at all times reduce the
amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of the Landlord
Letter of Credit (including any drawn but unreimbursed portion of the Landlord Letter of Credit) may not exceed the lesser of
(i) Two Hundred Fifty Thousand Dollars ($250,000.00) and (ii) (A) the lesser of the Revolving Line or the Borrowing Base, minus
(B) the sum of all outstanding principal amounts of any Advances, minus (C) the outstanding principal balance of all Term Loan
Advances.”


 


and
inserting in lieu thereof the following:


 


“
(a) As part of the Revolving Line, Bank shall issue or have issued the Landlord Letter of Credit for Borrower’s account.
The aggregate Dollar Equivalent amount utilized for the issuance of the Landlord Letter of Credit shall at all times reduce the
amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of the Landlord
Letter of Credit (including any drawn but unreimbursed portion of the Landlord Letter of Credit) may not exceed the lesser of
(i) One Million Dollars ($1,000,000.00) and (ii) (A) the lesser of the Revolving Line or the Borrowing Base, minus (B) the sum
of all outstanding principal amounts of any Advances, minus (C) the outstanding principal balance of all Term Loan Advances.”


 




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	 	4	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 2.5 thereof:



 


“
(i) Advances. Subject to Section 2.5(b), the principal amount outstanding under the Revolving Line shall accrue interest
at a floating per annum rate equal to one-half of one percent (0.50%) above the Prime Rate, which interest shall be payable monthly
in arrears in accordance with Section 2.5(d) below.”


 


and
inserting in lieu thereof the following:


 


“
(i) Advances. Subject to Section 2.5(b), the principal amount outstanding under the Revolving Line shall accrue interest
at a floating per annum rate equal to the greater of (A) one percent (1.0%) above the Prime Rate and (B) four and one-quarter
of one percent (4.25%), which interest shall be payable monthly in arrears in accordance with Section 2.5(d) below.”


 


	 	5	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof:


 


“
(e) as soon as available, but no later than forty-five (45) days after the last day of each calendar quarter (other than the fourth
(4th) calendar quarter of each year), a company prepared consolidated balance sheet and income statement covering Borrower’s
consolidated operations for such month certified by a Responsible Officer and in a form reasonably acceptable to Bank;”


 


and
inserting in lieu thereof the following:


 


“
(e) as soon as available, but no later than forty-five (45) days after the last day of each calendar quarter through and including
the calendar quarter ending June 30, 2020 (other than the fourth (4th) calendar quarter of each year), a company prepared consolidated
balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible
Officer and in a form reasonably acceptable to Bank;”


 


	 	6	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof:


 


“
(h) as soon as available, and in any event within ninety (90) days following the end of Borrower’s fiscal year, audited
consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial
statements from an independent certified public accounting firm reasonably acceptable to Bank;


 


(i)
within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower
and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any
national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant
to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents,
or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however,
Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;”


 


and
inserting in lieu thereof the following:


 




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“
(h) as soon as available, and in any event within ninety (90) days following the end of Borrower’s fiscal year, Borrower’s
10-K for such fiscal year as filed with the SEC, together with an unqualified opinion on the financial statements included in
the 10-K from an independent certified public accounting firm reasonably acceptable to Bank;


 


(i)
within ten (10) days of filing, copies of all periodic and other reports (other than 10-Qs and 10-Ks), proxy statements and other
materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions
of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required
to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower
posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address;
provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such
documents;”


 


	 	7	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof:


 


“
(k) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate.
Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information
to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal
entity customers;”


 


and
inserting in lieu thereof the following:


 


“
(k) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate
of any of IDC, IDLLC or IPS or Sections 2(d) and 2(e) of the Perfection Certificate of IDG. Borrower understands and acknowledges
that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations
to obtain, verify and record information about the beneficial owners of its legal entity customers;”


 


	 	8	The
    Loan Agreement shall be amended in Section 6.2 thereof by (i) deleting the “and” appearing at the end of subsection
    (l), (ii) renumbering subsection (m) as subsection (o), and (iii) inserting the following new subsections (m) and (n):


 


“
(m) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated
balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible
Officer and in a form reasonably acceptable to Bank;


 


(n)
as soon as available, and in any event within forty-five (45) days following the end of each fiscal quarter of Borrower, Borrower’s
10-Q for such fiscal quarter as filed with the SEC; and”


 




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	 	9	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.3(c) thereof:


 


“Borrower
shall direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account, or such other “blocked
account” as specified by Bank (either such account, including the Check Collections Lockbox, the “Cash Collateral
Account”). Notwithstanding the foregoing, with respect to payments on the Accounts made by check, at all times prior
to the date that is one hundred twenty (120) days from the Effective Date, such payments may be collected in any account of Borrower
maintained with Bank (provided that any such payments shall be immediately transferred to the Cash Collateral Account). On the
date that is one hundred twenty (120) days from the Effective Date and at all times thereafter, Borrower must maintain a lockbox
account with Bank for purposes of collecting payments by check (the “Check Collections Lockbox”) and must direct
all of its Account Debtors making payments by check to remit such payments to the Check Collections Lockbox.”


 


and
inserting in lieu thereof the following:


 


“Borrower
shall direct Account Debtors to deliver or transmit all proceeds of Accounts (other than proceeds from Governmental Account Debtors
making payments under Medicare or Medicaid) into a lockbox account, or such other “blocked account” as specified by
Bank (either such account, including the Check Collections Lockbox, the “Cash Collateral Account”). In addition
to the foregoing, (i) Borrower must maintain a lockbox account with Bank for purposes of collecting payments by check (the “Check
Collections Lockbox”) and must direct all of its Account Debtors making payments by check to remit such payments (other
than payments from Governmental Account Debtors making payments under Medicare or Medicaid) to the Check Collections Lockbox and
(ii) Borrower shall at all times: (A) segregate all proceeds received from Governmental Account Debtors of Borrower making payments
under Medicare or Medicaid from all other funds and proceeds from other Account Debtors and (B) instruct all Governmental Account
Debtors of Borrower making payments under Medicare or Medicaid to deliver or transmit all proceeds into a separate segregated
deposit account at Bank (the “Governmental Collateral Account”). Borrower hereby instructs Bank (which instructions
are revocable at the election of Borrower) to sweep, on a daily basis, all amounts deposited in the Governmental Collateral Account
to the Cash Collateral Account as and when funds clear and become available. Bank agrees and confirms that Borrower will have
sole dominion and “control” (within the meaning of Section 9-104 of the Code and the common law) over, and Bank will
not have “control” over, the Governmental Collateral Account and all funds therein and Bank disclaims any right of
any nature whatsoever to control or otherwise direct or make any claims against the funds held in the Governmental Collateral
Account from time to time.”


 




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	 	10	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.8 thereof:




 


“
(a) Maintain its and all of its Subsidiaries’ operating and other deposit accounts, the Cash Collateral Account and securities/investment
accounts with Bank and Bank’s Affiliates. In addition to the foregoing, Borrower shall conduct all of its cash management
and letters of credit banking with Bank and Bank’s Affiliates. Any Guarantor shall maintain all depository, operating and
securities/investment accounts with Bank and Bank’s Affiliates.”


 


and
inserting in lieu thereof the following:


 


“
(a) Maintain its and all of its Subsidiaries’ operating and other deposit accounts, the Cash Collateral Account and excess
cash with Bank and Bank’s Affiliates. In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor
shall conduct all of its cash management, letters of credit and business credit card banking with Bank and Bank’s Affiliates.
Any Guarantor shall maintain all depository, operating and excess cash with Bank and Bank’s Affiliates.”


 


	 	11	The
    Loan Agreement shall be amended by inserting the following new text, appearing at the end of Section 6.9 thereof:


 


“Notwithstanding
the foregoing, the financial covenant set forth in the immediately preceding sentence will not be tested for the month in which
the Second LMA Effective Date occurs or for any month thereafter ending prior to the Funding Date of the first Advance (if any)
made after the Second LMA Effective Date.”


 


	 	12	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.13 thereof:


 


“Notwithstanding
and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor
forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date,”


 


and
inserting in lieu thereof the following:


 


“Notwithstanding
and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor
forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without
limitation, pursuant to a Division),”


 


	 	13	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 7.1 thereof:


 


“Convey,
sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”),”


 


and
inserting in lieu thereof the following:


 


“Convey,
sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively,
“Transfer”),”


 




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	 	14	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 thereof:


 


“Merge
or consolidate, or permit any Secured Guarantor to merge or consolidate, with any other Person, or acquire, or permit any Secured
Guarantor to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation,
by the formation of any Foreign Subsidiary) except for Permitted Acquisitions.”


 


and
inserting in lieu thereof the following:


 


“Merge
or consolidate, or permit any of Secured Guarantor to merge or consolidate, with any other Person, or acquire, or permit any Secured
Guarantor to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation,
by the formation of any Foreign Subsidiary or pursuant to a Division) except for Permitted Acquisitions.”


 


	 	15	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 10 thereof:


 


	 	“with
    a copy to:	Riemer
    & Braunstein LLP
	 	 	One
    Center Plaza
	 	 	Boston,
    Massachusetts 02108
	 	 	Attn:
    David A. Ephraim, Esquire
	 	 	Fax:
    (617) 880-3456
	 	 	Email:
    DEphraim@riemerlaw.com”
	 	 	 
	and inserting in lieu thereof the following:
	 	 	 
	 	“with
    a copy to:	Morrison
    & Foerster LLP
	 	 	200
    Clarendon Street, Floor 20
	 	 	Boston,
    Massachusetts 02116
	 	 	Attn:
    David A. Ephraim, Esquire
	 	 	Fax:
    (617) 830-0142
	 	 	Email:
    DEphraim@mofo.com”


 


	 	16	The
    Loan Agreement shall be amended by inserting the following new definitions, to appear alphabetically in Section 13.1 thereof:


 


“
“Division” means, in reference to any Person which is an entity, the division of such Person into two (2) or
more separate Persons, with the dividing Person either continuing or terminating its existence as part of such division, including,
without limitation, as contemplated under Section 18-217 of the Delaware Limited Liability Company Act for limited liability companies
formed under Delaware law, or any analogous action taken pursuant to any other applicable law with respect to any corporation,
limited liability company, partnership or other entity.”


 




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“
“Governmental Account Debtors” means Medicare, Medicaid, any state health plan adopted pursuant to Title XIX
of the Social Security Act, any other state or federal health care program and any other Governmental Authority which presently
or in the future maintains a third party payor program.”


 


“
“Governmental Collateral Account” is defined in Section 6.3(c).”


 


“
“IPS” is Interpace Pharma Solutions, Inc., a Delaware corporation.”


 


“
“Second LMA Effective Date” is October 19, 2020.”


 


	 	17	The
    Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof:


 


“
“Borrower” is defined in the preamble hereof.”


 


“
“IDG” is defined in the preamble hereof.”


 


and
inserting in lieu thereof the following:


 


“
“Borrower” means, individually and collectively, jointly and severally, IDG, IDC, IDLLC, and IPS.”


 


“
“IDG” is Interpace Biosciences, Inc., a Delaware corporation.”


 


	 	18	The
    Compliance Certificate appearing as Exhibit B to the Loan Agreement is hereby replaced with the Compliance Certificate
    attached as Schedule 1 hereto.


 


	 	B.	WAIVER;
    FORBEARANCE BY BANK


 


	 	1	Bank
    hereby waives Borrower’s existing default under the Loan Agreement by virtue of Borrower’s failure to comply with
    the financial covenant set forth in Section 6.9 thereof (relative to the requirement that Borrower maintain a certain Adjusted
    Quick Ratio) for the months ended July 31, 2020 and August 31, 2020 (the “Waiver Default”). Bank’s waiver
    of Borrower’s compliance of said financial covenant shall only apply to the foregoing specific periods. The foregoing
    waiver shall apply only to the Waiver Default and is not intended to be and shall not be construed as a waiver or agreement
    to waive any other defaults or Events of Default.
	 	 	 
	 	2	Borrower
    hereby acknowledges that (a) it is currently in default by virtue of Borrower’s failure to comply with the reporting
    covenant set forth in Section 6.2(e) thereof (relative to the requirement that Borrower provide Bank with a company prepared
    consolidated balance sheet and income statement covering Borrower’s consolidated operations within forty-five (45) days
    after the end of each calendar quarter) with respect to the calendar quarter ended June 30, 2020 and (b) anticipates being
    in default by virtue of Borrower’s anticipated failure to comply with the reporting requirement in Section 6.2(n) (with
    respect to the requirement that Borrower provide Bank with a copy of Borrower’s 10-Q as filed with the SEC within forty-five
    (45) days of the end of each fiscal quarter) with respect to the fiscal quarter ending September 30, 2020 (collectively, the
    “Forbearance Default”). Bank hereby agrees to forbear from exercising its rights and remedies with respect to
    the Forbearance Default from the date of this Loan Modification Agreement until the earlier to occur of (a) the occurrence
    of any Event of Default (other than the Forbearance Default) or (b) December 31, 2020. Bank further agrees that, in the event
    that, on or prior to December 31, 2020, Borrower provides Bank with a copy of a 10-Q as filed with the SEC for each of the
    fiscal quarters ended June 30, 2020 and September 30, 2020, then the Forbearance Default shall be deemed to be waived by Bank.


 




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Borrower
hereby acknowledges and agrees that except as specifically provided herein, nothing in this Section 3.B. or anywhere in this Loan
Modification Agreement shall be deemed or otherwise construed as a waiver by Bank of the Waiver Default or Forbearance Default
or any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.


 


9.
Future Credit Extensions. Notwithstanding any terms in this Loan Modification
Agreement or in the Loan Agreement to the contrary, on and after the date of this Loan Modification Agreement, the determination
of whether to make any Credit Extension shall be in Bank’s sole and absolute discretion in each instance.


 


10.
FEES AND EXPENSES. Borrower shall reimburse Bank for all out-of-pocket reasonable and documented legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.


 


11.
PERFECTION CERTIFICATES.


 


(a)
IDG hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
dated as of October 19, 2020 (the “IDG Perfection Certificate”) delivered by IDG to Bank, and acknowledges, confirms
and agrees that the disclosures and information IDG provided to Bank in such Perfection Certificate have not changed, as of the
date hereof.


 


(b)
Except as set forth on Schedule 2 attached hereto, IDC hereby ratifies, confirms and reaffirms, all and singular,
the terms and disclosures contained in a certain Perfection Certificate dated as of November 13, 2018 (the “IDC Perfection
Certificate”) delivered by IDC to Bank, and acknowledges, confirms and agrees that the disclosures and information IDC provided
to Bank in such Perfection Certificate have not changed, as of the date hereof.


 


(c)
Except as set forth on Schedule 2 attached hereto, IDLLC hereby ratifies, confirms and reaffirms, all and singular,
the terms and disclosures contained in a certain Perfection Certificate dated as of November 13, 2018 (the “IDLLC Perfection
Certificate”) delivered by IDLLC to Bank, and acknowledges, confirms and agrees that the disclosures and information IDLLC
provided to Bank in such Perfection Certificate have not changed, as of the date hereof.


 


(d)
In connection with this Loan Modification Agreement, New Borrower has delivered to Bank a Perfection Certificate signed by New
Borrower dated as of the date of this Loan Modification Agreement (the “New Borrower Perfection Certificate”). New
Borrower represents and warrants to Bank that: (i) New Borrower’s exact legal name is that indicated on the New Borrower
Perfection Certificate and on the signature page hereof; and (ii) New Borrower is an organization of the type, and is organized
in the jurisdiction, set forth in the New Borrower Perfection Certificate; and (iii) the New Borrower Perfection Certificate accurately
sets forth New Borrower’s organizational identification number or accurately states that New Borrower has none; (iv) the
New Borrower Perfection Certificate accurately sets forth New Borrower’s place of business, or, if more than one, its chief
executive office as well as New Borrower’s mailing address if different, and (v) all other information set forth on the
New Borrower Perfection Certificate pertaining to New Borrower is accurate and complete.


 


Borrower
hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean
and include, collectively, the IDG Perfection Certificate, the IDC Perfection Certificate, the IDLLC Perfection Certificate, and
the New Borrower Perfection Certificate.


 




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12.
CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described
above.


 


13.
RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security
or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations


 


14.
RELEASE BY BORROWER.


 


	 	A.	FOR
    GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Bank and its present or former
    employees, officers, directors, agents, representatives, attorneys (each, a “Released Person”), and each of them,
    from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions
    and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected
    or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances,
    issues, controversies or claims existing or arising from the beginning of time through and including the date of execution
    of this Loan Modification Agreement (collectively “Released Claims”). Without limiting the foregoing, the Released
    Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related
    to the Loan Documents, the recitals hereto, any instruments, agreements or documents executed in connection with any of the
    foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing. Notwithstanding
    the foregoing, Released Claims shall not include any claim directly caused by a Released Person’s gross negligence or
    willful misconduct.
	 	 	 
	 	B.	In
    furtherance of this release, Borrower expressly acknowledges and waives any and all rights under Section 1542 of the California
    Civil Code, which provides as follows:


 


“a
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or
her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement
with the debtor or released party.” (Emphasis added.)


 


	 	C.	By
    entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter
    discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the
    intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known
    or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon
    in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled
    to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances
    whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made
    by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
	 	 	 
	 	D.	This
    release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit,
    or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that
    the release contained herein constitutes a material inducement to Bank to enter into this Loan Modification Agreement, and
    that Bank would not have done so but for Bank’s expectation that such release is valid and enforceable in all events.


 




    	11



    	 



    

 


	 	E.	Borrower
    hereby represents and warrants to Bank, and Bank is relying thereon, as follows:


 


	 	1	Except
    as expressly stated in this Loan Modification Agreement, neither Bank nor any agent, employee or representative of Bank has
    made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Loan Modification
    Agreement.
	 	 	 
	 	2	Borrower
    has made such investigation of the facts pertaining to this Loan Modification Agreement and all of the matters appertaining
    thereto, as it deems necessary.
	 	 	 
	 	3	The
    terms of this Loan Modification Agreement are contractual and not a mere recital.
	 	 	 
	 	4	This
    Loan Modification Agreement has been carefully read by Borrower, the contents hereof are known and understood by Borrower,
    and this Loan Modification Agreement is signed freely, and without duress, by Borrower.
	 	 	 
	 	5	Borrower
    represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every
    other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer,
    to any person, firm or entity any claims or other matters herein released. Borrower shall indemnify Bank, defend and hold
    it harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments
    or transfers of any claims or matters released herein.


 


15.
CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant
to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s
agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank
to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction
of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


16.
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower
and Bank.


 


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    	12



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Loan Modification Agreement to be executed as a sealed instrument under the
laws of the Commonwealth of Massachusetts as of the date first written above.


 


	EXISTING
    BORROWER:	 	BANK:
	 	 	 
	INTERPACE
    BIOSCIENCES, INC.	 	SILICON
    VALLEY BANK
	 	 	 
	By:	/s/
    Jack Stover 	 	By:	/s/
    Michael McMahon
	Name:	Jack
    E. Stover	 	Name:	Michael
    McMahon
	Title:	President
    and Chief Executive Officer	 	Title:	Director
	 	 	 	 
	INTERPACE
    DIAGNOSTICS CORPORATION	 	 	 
	 	 	 	 
	By:	/s/
    Jack Stover 	 	 	 
	Name:	Jack
    E. Stover	 	 	 
	Title:	President
    and Chief Executive Officer	 	 	 
	 	 	 	 
	INTERPACE
    DIAGNOSTICS, LLC	 	 	 
	 	 	 	 
	By:	/s/
    Jack Stover 	 	 	 
	Name:	Jack
    E. Stover	 	 	 
	Title:	President
    and Chief Executive Officer	 	 	 
	 	 	 	 	 
	NEW
    BORROWER:	 	 	 
	 	 	 	 
	INTERPACE
    PHARMA SOLUTIONS, INC.	 	 	 
	 	 	 	 
	By:	/s/
    Jack Stover 	 	 	 
	Name:	Jack
    E. Stover	 	 	 
	Title:	President
    and Chief Executive Officer	 	 	 


 




    	 



    	 



    

 


Schedule
1


 


EXHIBIT
B


COMPLIANCE
CERTIFICATE


 


Intentionally
omitted.


 




    	 



    	 



    

 


Schedule
2


 


Perfection
Certificate Updates


 


Intentionally
omitted.