Exhibit
10.19


 


FIRST
AMENDMENT TO LEASE


 


		I.	PARTIES
                                            AND DATE.



 


This
First Amendment to Lease (“Amendment”) dated _April 23, 2020_____________, is by and between ALTON CORPORATE
PLAZA LLC, a Delaware limited liability company (“Landlord”), and MDXHEALTH, INC., a Delaware corporation
(“Tenant”).


 


		II.	RECITALS.



 


On
December 17, 2019, Landlord and Tenant entered into a lease (the “Lease”) for space in a building located at 15285
Alton Parkway, Suite 120, Irvine, California (“Suite 120” or “Premises”).


 


Landlord
and Tenant each desire to modify the Lease to add approximately 8,161 rentable square feet of space known as Suite 100 in the Building
(“Suite 100”) pursuant to the Right of First Offer set forth in Section 3 of Exhibit G to the Lease, adjust the Basic
Rent, and make such other modifications as are set forth in “III. MODIFICATIONS” next below.


 


		III.	MODIFICATIONS.



 


		A.	Basic
                                            Lease Provisions. The Basic Lease Provisions are hereby amended as follows:



 


		1.	Effective
                                            as of the Commencement Date for Suite 100, Item 2 shall be amended by adding “and Suite
                                            No. 100” to the Premises.



 


		2.	Item
                                            4 is hereby amended by adding the following:



 


“Estimated
Commencement Date for Suite 100: 18 weeks following the date of the First Amendment to Lease”


 


		3.	Effective
                                            as of the Commencement Date for Suite 100, Item 5 shall be deleted and the following substituted
                                            therefor:



 


“The
Lease Term for the entire Premises shall expire 72 months following the Commencement Date for Suite 100, plus such additional days as
may be required to cause this Lease to expire on the final day of the calendar month.”


 






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		4.	Item
                                            6 is hereby deleted and the following substituted therefor:



 


“6.
Basic Rent:


 


Basic
Rent for Suite 120:


 


	Months of Term or Period for Suite 120	 	Monthly Rate Per

 Rentable Square

 Foot for Suite 120	 	 	Monthly Basic Rent

 for Suite 120	 
	1 to 12	 	$	1.78	 	 	$	19,170.60	 
	13 to 24	 	$	1.85	 	 	$	19,924.50	 
	25 to 36	 	$	1.92	 	 	$	20,678.40	 
	37 to 48	 	$	2.00	 	 	$	21,540.00	 
	49 to 60	 	$	2.08	 	 	$	22,401.60	 
	61 to Expiration Date	 	$	2.16	 	 	$	23,263.20	 



 


Notwithstanding
the above schedule of Basic Rent for Suite 120 to the contrary, as long as Tenant is not in Default (as defined in Section 14.1) under
this Lease, Tenant shall be entitled to an abatement of 2 full calendar months of Basic Rent in the aggregate amount of $38,341.20 (i.e.
$19,170.60 per month) (the “Suite 120 Abated Basic Rent”) for the first 2 full calendar months of the Term (the “Abatement
Period for Suite 120”). In the event Tenant Defaults at any time during the Term beyond any applicable “cure” period
with the result that Tenant’s right to possession of the Premises is terminated, then unamortized Suite 120 Abated Basic Rent to
the date of such termination (amortized over the initial Term for Suite 120) shall immediately become due and payable. The payment by
Tenant of the unamortized Suite 120 Abated Basic Rent in the event of a Default shall not limit or affect any of Landlord’s other
rights, pursuant to this Lease or at law or in equity. Only Basic Rent shall be abated during the Abatement Period for Suite 120 and
all other additional rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions
of this Lease.


 


Basic
Rent for Suite 100:


 


	Months of Term or Period for Suite 100	 	Monthly Rate Per

 Rentable Square

 Foot of Suite 100	 	 	Monthly Basic 

Rent for Suite 100	 
	1 to 12	 	$	1.81	 	 	$	14,771.41	 
	13 to 24	 	$	1.88	 	 	$	15,342.68	 
	25 to 36	 	$	1.96	 	 	$	15,995.56	 
	37 to 48	 	$	2.04	 	 	$	16,648.44	 
	49 to 60	 	$	2.12	 	 	$	17,301.32	 
	61 to 72	 	$	2.20	 	 	$	17,954.20	 



 






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Notwithstanding
the above schedule of Basic Rent for Suite 100 to the contrary, as long as Tenant is not in Default (as defined in Section 14.1 of the
Lease), Tenant shall be entitled to an abatement of 2 full calendar months of Basic Rent for Suite 100 in the aggregate amount of $29,542.82
(i.e. $14,771.41 per month) (the “Suite 100 Abated Basic Rent”) for first 2 full calendar months following the Commencement
Date for Suite 100 (the “Abatement Period for Suite 100”). In the event Tenant Defaults at any time during the Term,
as extended herein, the unamortized Suite 100 Abated Basic Rent (amortized over the initial 72 months of the Term as to Suite 100) shall
immediately become due and payable. The payment by Tenant of the Suite 100 Abated Basic Rent in the event of a Default shall not limit
or affect any of Landlord’s other rights, pursuant to the Lease or at law or in equity. Only Basic Rent for Suite 100 shall be
abated during the Abatement Period for Suite 100 and all other additional rent and other costs and charges specified in the Lease shall
remain as due and payable pursuant to the provisions of the Lease.”


 


		5.	Effective
                                            as of the Commencement Date for Suite 100, Item 8 shall be amended by adding “and Suite
                                            100 comprising approximately 8,161 rentable square feet.”



 


		6.	Item
                                            9 is hereby deleted and the following substituted in lieu thereof” “9. Letter
                                            of Credit: $250,000.00”



 


		7.	Effective
                                            as of the Commencement Date for Suite 100, Item 11 shall be deleted in its entirety and the
                                            following shall be substituted in lieu thereof:



 


“11.
Parking: 59 parking spaces in accordance with the provisions set forth in Exhibit F to this Lease.”


 


		B.	Commencement
                                            Date for Suite 100. As used herein, the “Commencement Date for Suite 100”
                                            shall occur on the earlier of (a) 30 days after the date Suite 100 is deemed “ready
                                            for occupancy” (as hereinafter defined) as set forth below and possession thereof is
                                            delivered to Tenant, or (b) the date Tenant commences its regular business activities within
                                            all or any portion of Suite 100. Notwithstanding the foregoing, Landlord shall not tender
                                            possession of Suite 100 to Tenant (and the Commencement Date shall accordingly be postponed)
                                            during any period in which any “shelter in place” or similar order issued by
                                            any federal, state, or local governmental agency in connection with the COVID-19 pandemic
                                            is in effect that is applicable to the Premises, unless Tenant otherwise agrees to accept
                                            possession. Promptly following request by Landlord, the parties shall memorialize on a form
                                            provided by Landlord (the “Suite 100 Commencement Memorandum”) the actual
                                            Commencement Date for Suite 100; should Tenant fail to execute and return the Suite 100 Commencement
                                            Memorandum to Landlord within 5 business days (or provide specific written objections thereto
                                            within that period), then Landlord’s determination of the Commencement Date for Suite
                                            100 as set forth in the Suite 100 Commencement Memorandum shall be conclusive. Suite 100
                                            shall be deemed “ready for occupancy” when Landlord, to the extent applicable,
                                            (i) has substantially completed all the work required to be completed by Landlord pursuant
                                            to the Work Letter attached to this Amendment but for minor punch list matters, and (ii)
                                            has obtained the requisite governmental approvals for Tenant’s occupancy in connection
                                            with such work.



 






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		C.	Delay
                                            in Possession. If Landlord, for any reason whatsoever, cannot deliver possession of Suite
                                            100 to Tenant on or before the Estimated Commencement Date for Suite 100 set forth in Section
                                            III.A.2 above, this Amendment shall not be void or voidable nor shall Landlord be liable
                                            to Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent
                                            for Suite 100 until the Commencement Date for Suite 100 occurs as provided in Section III.B
                                            above, except that if Landlord’s failure to substantially complete all work required
                                            of Landlord pursuant to Section III.B(i) above is attributable to any action or inaction
                                            by Tenant (including without limitation any Tenant Delay described in the Work Letter attached
                                            to this Amendment), then Suite 100 shall be deemed ready for occupancy, and Landlord shall
                                            be entitled to full performance by Tenant (including the payment of rent for Suite 100),
                                            as of the date Landlord would have been able to substantially complete such work and deliver
                                            Suite 100 to Tenant but for Tenant’s delay(s).



 


		D.	Letter
                                            of Credit. Landlord is currently holding a letter of credit in the amount of $150,000.00
                                            as security for Tenant’s performance under the Lease. Not later than 10 business days
                                            after Tenant’s delivery of this Amendment, Tenant shall deliver an amendment to, or
                                            replacement of, the letter of credit increasing the amount thereof to the amount set forth
                                            in Section III.A.6 of this Amendment.



 


		E.	Right
                                            to Extend This Lease. Effective as of the Commencement Date for Suite 100, Suite 100
                                            shall be deemed a part of the Premises with respect to Section 1 of Exhibit G to the Lease
                                            entitled “Right to Extend This Lease”.



 


		F.	Right
                                            of First Offer. Section 3 of Exhibit G to the Lease is hereby exercised by Tenant and
                                            of no further force or effect.



 


		G.	Signage.
                                            Section 5.2 of the Lease is hereby amended to provide that, provided Tenant continues to
                                            occupy the entire Premises, Tenant shall have the exclusive right to two (2) “eyebrow”
                                            signs on the Building, subject to the terms of said Section 5.2.



 


		H.	Floor
                                            Plan of Premises. Effective as of the Commencement Date for Suite 100, Exhibit A-1 attached
                                            to this Amendment shall be added to Exhibit A of the Lease.



 


		I.	Tenant
                                            Improvements. Landlord hereby agrees to complete the Tenant Improvements for Suite 100
                                            in accordance with the provisions of Exhibit X, Work Letter, attached hereto.



 


		J.	ADA
                                            Compliance. Landlord shall be responsible for the cost of taking any required measures
                                            to ensure that the Common Areas comply with the provisions of the Americans with Disabilities
                                            Act (“ADA”) in effect as of the Commencement Date of the Lease, and the
                                            cost thereof shall not be included within the Operating Expenses allocated to Tenant.



 






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		K.	Good
                                            Working Order Warranty. Landlord warrants to Tenant that the windows and seals, fire
                                            sprinkler system, lighting, heating, ventilation and air conditioning systems and all plumbing
                                            and electrical systems serving Suite 100 (collectively, the “Building Systems”),
                                            and the roof and structural components of the Building, shall be in good operating condition
                                            and in compliance with current building codes and all other applicable Federal, State and
                                            local laws, including but not limited to the Americans with Disabilities Act (“ADA”),
                                            as of the Commencement Date for Suite 100. Provided that Tenant shall notify Landlord that
                                            the Building Systems serving Suite 100 are not in good operating condition within 30 days
                                            following the Commencement Date for Suite 100, then Landlord shall, except as otherwise provided
                                            in the Lease, promptly after receipt of such notice from Tenant setting forth the nature
                                            and extent of such noncompliance, rectify same at Landlord’s sole cost and expense
                                            and not as part of the Operating Expenses described in Exhibit B of the Lease.



 


		L.	HVAC.
                                            Tenant acknowledges and agrees that the HVAC unit(s) servicing the Premises are designed
                                            and intended to provide comfort cooling for general office purposes and areas only, and are
                                            not designed or intended to provide heating, ventilation, or air conditioning for specialty
                                            or critical operations areas within the Premises (e.g., laboratory, clean room, warehouse,
                                            or computer server areas). Accordingly, Tenant (and not Landlord) shall be responsible at
                                            its sole expense to procure, operate, and maintain any necessary or desired supplemental
                                            HVAC equipment to service those specialty or critical operations areas with heating, ventilation,
                                            or air conditioning above general office comfort cooling levels.



 


		IV.	GENERAL.



 


		A.	Effect
                                            of Amendments. The Lease shall remain in full force and effect except to the extent that
                                            it is modified by this Amendment.



 


		B.	Entire
                                            Agreement. This Amendment embodies the entire understanding between Landlord and Tenant
                                            with respect to the modifications set forth in “III. MODIFICATIONS” above and
                                            can be changed only by a writing signed by Landlord and Tenant.



 


		C.	Counterparts;
                                            Digital Signatures. If this Amendment is executed in counterparts, each is hereby declared
                                            to be an original; all, however, shall constitute but one and the same amendment. In any
                                            action or proceeding, any photographic, photostatic, or other copy of this Amendment may
                                            be introduced into evidence without foundation. The parties agree to accept a digital image
                                            (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other e-signature)
                                            of this Amendment, if applicable, reflecting the execution of one or both of the parties,
                                            as a true and correct original.



 






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		D.	Defined
                                            Terms. All words commencing with initial capital letters in this Amendment and defined
                                            in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are
                                            otherwise defined in this Amendment.



 


		E.	Authority.
                                            If Tenant is a corporation, limited liability company or partnership, or is comprised of
                                            any of them, each individual executing this Amendment for the corporation, limited liability
                                            company or partnership represents that he or she is duly authorized to execute and deliver
                                            this Amendment on behalf of such entity and that this Amendment is binding upon such entity
                                            in accordance with its terms.



 


		F.	California
                                            Certified Access Specialist Inspection. Pursuant to California Civil Code §
                                            1938, Landlord hereby states that the Premises have not undergone inspection by a Certified
                                            Access Specialist (CASp) (defined in California Civil Code § 55.52(a)(3)). Pursuant
                                            to Section 1938 of the California Civil Code, Landlord hereby provides the following notification
                                            to Tenant: “A Certified Access Specialist (CASp) can inspect the subject premises and
                                            determine whether the subject premises comply with all of the applicable construction-related
                                            accessibility standards under state law. Although state law does not require a CASp inspection
                                            of the subject premises, the commercial property owner or lessor may not prohibit the lessee
                                            or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential
                                            occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall
                                            mutually agree on the arrangements for the time and manner of the CASp inspection, the payment
                                            of the fee for the CASp inspection, and the cost of making any repairs necessary to correct
                                            violations of construction related accessibility standards within the premises.”



 


		G.	Attorneys’
                                            Fees. The provisions of the Lease respecting payment of attorneys’ fees shall also
                                            apply to this Amendment.



 


		H.	Nondisclosure
                                            of Lease Terms. Tenant acknowledges that the content of this Amendment and any related
                                            documents are confidential information. Except to the extent disclosure is required by law,
                                            Tenant shall keep such confidential information strictly confidential and shall not disclose
                                            such confidential information to any person or entity other than Tenant’s financial,
                                            legal and space-planning consultants, provided, however, that Tenant may disclose the terms
                                            to prospective subtenants or assignees under the Lease or pursuant to legal requirement.



 


		I.	Brokers.
                                            Article 18 of the Lease is amended to provide that the parties recognize the following parties
                                            as the brokers who negotiated this Amendment, and agree that Landlord shall be responsible
                                            for payment of brokerage commissions to such brokers pursuant to its separate agreements
                                            with such brokers: Irvine Management Company (“Landlord’s Broker”)
                                            is the agent of Landlord exclusively and CBRE (“Tenant’s Broker”)
                                            is the agent of Tenant exclusively. By the execution of this Amendment, each of Landlord
                                            and Tenant hereby acknowledge and confirm (a) receipt of a copy of a Disclosure Regarding
                                            Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16,
                                            and (b) the agency relationships specified herein, which acknowledgement and confirmation
                                            is expressly made for the benefit of Tenant’s Broker. If there is no Tenant’s
                                            Broker so identified herein, then such acknowledgement and confirmation is expressly made
                                            for the benefit of Landlord’s Broker. By the execution of this Amendment, Landlord
                                            and Tenant are executing the confirmation of the agency relationships set forth herein. The
                                            warranty and indemnity provisions of Article 18 of the Lease, as amended hereby, shall be
                                            binding and enforceable in connection with the negotiation of this Amendment.



 






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		V.	EXECUTION.



 


Landlord
and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.


 


	LANDLORD:	 	TENANT:
	 	 	 	 
	ALTON CORPORATE PLAZA LLC, 

    a Delaware limited liability company	 	MDXHEALTH, INC., 
 a Delaware corporation
	 	 	 	 	 
	By	/s/ Steven
    Case	 	By	/s/ Ron Kalfus
	 	Steven M. Case	 	 	 
	 	Executive Vice President	 	 	Printed Name 	Ron Kalfus
	 	Office Properties	 	 	Title 	CFO
	 	 	 	 	 
	By	/s/ Holly
    McManus	 	By	/s/ Michael
    McGarrity
	 	Holly McManus	 	 	 
	 	Vice President, Operations	 	 	Printed Name 	Michael McGarrity
	 	Office Properties	 	 	Title 	CEO



 



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