EXECUTION
VERSION


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2019, by and among Interpace Diagnostics
Group, Inc., a Delaware corporation (the “Company”), and Ampersand 2018 Limited Partnership, a Delaware limited
partnership (including its successors and assigns, a “Purchaser” or the “Purchasers”).


 


RECITALS


 


A.
The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506
of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the
“Commission”).


 


B.
Interpace BioPharma, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Partners for Growth IV, L.P., a
Delaware limited partnership (“CGI Seller”), and Cancer Genetics, Inc., a Delaware corporation (“CGI”),
have entered into that certain Secured Creditor Asset Purchase Agreement, dated as of July 15, 2019 (the “Asset Purchase
Agreement”), pursuant to which the Company is acquiring specified assets and liabilities of CGI that constitute CGI’s
biopharma business.


 


C.
The Company has authorized a new series of convertible preferred stock of the Company designated as Series A Convertible Preferred
Stock, par value $0.01 per share (the “Series A Shares”), the terms of which are set forth in the certificate
of designations, preferences and rights for such Series A Shares in the form attached hereto as Exhibit A (the “Certificate
of Designation”).


 


D.
The Company has authorized a new series of convertible preferred stock of the Company designated as Series A-1 Convertible Preferred
Stock, par value $0.01 per share (the “Series A-1 Shares” and, together with the Series A Shares, the “Preferred
Shares”), the terms of which are set forth in the Certificate of Designation.


 


E.
The Purchasers wish to purchase, and the Company wishes to sell, upon the terms and subject to the conditions stated in this Agreement,
that aggregate number of Series A Shares and Series A-1 Shares as set forth next to each Purchaser’s name on Schedule
I under the headings “Series A Shares” and “Series A-1 Shares”, respectively, and Schedule II under
the heading “Series A Shares” (which aggregate amount for all Purchasers together shall be 190 Series A Shares and
80 Series A-1 Shares).


 


F.
The Series A Shares shall be entitled to, among other things, accrued dividends and shall be convertible into shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), in accordance with the terms of the Certificate
of Designation (the shares of Common Stock issued or issuable upon conversion of any Preferred Shares, being the “Conversion
Shares”). The Series A-1 Shares shall be convertible into Series A shares in accordance with the terms of the Certificate
of Designation. The Preferred Shares, the Conversion Shares and the Series A Shares issuable upon conversion of the Series A-1
Shares are referred to herein as the “Securities”.


 


G.
At the Initial Closing (as defined herein), the parties hereto shall execute and deliver an Investor Rights Agreement, substantially
in the form attached hereto as Exhibit C (with such changes as the parties may mutually agree, the “Investor Rights
Agreement”), pursuant to which, among other things, the Company will agree to provide certain registration rights with
respect to the Conversion Shares under the Securities Act and the rules and regulations promulgated thereunder and applicable
state securities laws and to provide the Purchasers with certain preemptive and board representation rights among other rights.


 




    	 	 	 



     


    

 


H.
Concurrently with the execution and delivery of this Agreement, all of the directors and executive officers of the Company have
executed a voting agreement in the form attached hereto as Exhibit G, which shall automatically become effective on the
Initial Closing Date and shall terminate automatically upon a termination of this Agreement in accordance with the terms hereof.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:


 


Article
I

DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms shall have the meanings indicated in this Section 1.1: 


 


“2018
Form 10-K” means the Company’s Form 10-K for the fiscal year ended December 31, 2018 as filed with the Commission
on March 21, 2019.


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls,
is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the
Securities Act; provided, however, (i) the Company and its Subsidiaries and Cancer Genetics, Inc. and its subsidiaries shall not
be deemed to be Affiliates of any Purchaser or its Affiliates, and (ii) with respect to a Purchaser, any investment fund or managed
account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate
of such Purchaser.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Applicable
Laws” has the meaning set forth in Section 3.1(ww).


 


“Asset
Purchase Agreement” has the meaning set forth in the Recitals.


 


“Authorizations”
has the meaning set forth in Section 3.1(ww).


 


Any
Person shall be deemed to “beneficially own”, to have “beneficial ownership” of, or to be
“beneficially owning” any securities (which securities shall also be deemed “beneficially owned”
by such Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and 13d-5 under
the Exchange Act; provided that any Person shall be deemed to beneficially own any securities that such Person has the
right to acquire, whether or not such right is exercisable immediately (including assuming conversion of all Preferred Shares,
if any, owned by such Person to Common Stock).


 


“Balance
Sheet Date” has the meaning set forth in Section 3.1(b).


 


“Board
of Directors” means the board of directors of the Company.


 


“Business”
means CGI’s biopharma business which provides pharmaceutical and biotech companies and non-profit entities performing clinical
trials with laboratory testing services for patient stratification and treatment selection through an extensive suite of molecular-
and biomarker-based testing services, DNA- and RNA-extraction and customized assay development and trial design consultation.


 




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“Business
Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Capitalization
Date” has the meaning set forth in Section 3.1(i).


 


“Certificate
of Designation” has the meaning set forth in the Recitals.


 


“CGI”
has the meaning set forth in the Recitals.


 


“CGI
Authorizations” has the meaning set forth in Section 3.1(zz).


 


“CGI
Product” has the meaning set forth in Section 3.1(zz).


 


“Closings”
shall mean the Initial Closing and the Second Closing, each as defined herein.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder.


 


“Commission”
has the meaning set forth in the Recitals.


 


“Common
Stock” has the meaning set forth in the Recitals.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company
Counsel” means Pepper Hamilton LLP, with offices located at 620 Eighth Avenue, 37th Floor, New York, NY 10018-1405.


 


“Company
Organizational Documents” means the Certificate of Incorporation, as amended, of the Company and the Amended and Restated
Bylaws, as amended, of the Company, in each case, as in effect on the date of this Agreement.


 


“Company
Preferred Stock” has the meaning set forth in Section 3.1(i).


 


“Company
Securities” has the meaning set forth in Section 3.1(j).


 


“Company
Stock Plans” has the meaning set forth in Section 3.1(k).


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Conversion
Shares” has the meaning set forth in the Recitals, and also includes any securities into which the Conversion Shares
may hereafter be reclassified or changed.


 


“Delaware
Courts” means the state and federal courts sitting in the City of Wilmington in the State of Delaware.


 


“DTC”
has the meaning set forth in Section 4.1(b).


 


“Employee
Benefit Laws” has the meaning set forth in Section 3.1(bb).


 


“Environmental
Laws” has the meaning set forth in Section 3.1(f).


 




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“Equity
Interests” means (i) any capital stock, share, partnership or membership interest, unit of participation or other similar
interest (however designated) in any Person or any securities or obligations convertible into or exchangeable for any of the foregoing
and (ii) any option, warrant, purchase right, conversion right, exchange right or other contractual obligation which would entitle
any Person to share in the equity, profit, earnings, losses or gains of such Person (including stock appreciation, phantom stock,
profit participation or other similar rights).


 


“ERISA”
has the meaning set forth in Section 3.1(bb).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


“FCPA”
has the meaning set forth in Section 3.1(gg).


 


“FDA”
has the meaning set forth in Section 3.1(pp).


 


“Filed
SEC Reports” has the meaning set forth in Section 3.1(a).


 


“Governmental
Approval” has the meaning set forth in Section 4.7(b).


 


“Governmental
Entity” means any United States or non-United States (i) federal, national, regional, state, provincial, local, municipal
or other government, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency, branch,
department, official, or entity, any self-regulatory authority, public utility and any supra-national organization, state, county,
city or other political subdivision and any court or other tribunal) or (iii) body exercising or entitled to exercise any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including any public arbitral
tribunal, arbitrator or mediator.


 


“Government
Programs” means any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), including
Medicare, state Medicaid programs, state CHIP programs, TRICARE and similar or successor programs with or for the benefit of any
Governmental Entity.


 


“Grant
Date” has the meaning set forth in Section 3.1(k).


 


“Hazardous
Materials” has the meaning set forth in Section 3.1(f).


 


“Health
Care Laws” has the meaning set forth in Section 3.1(pp).


 


“HIPAA”
has the meaning set forth in Section 3.1(pp).


 


“Initial
Closing” means the closing of the purchase and sale of the Preferred Shares listed in Schedule I, attached hereto,
pursuant to this Agreement.


 


“Initial
Closing Date” means the date on which when all of the Initial Transaction Documents have been executed and delivered
by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied
or waived, as the case may be, or such other date as the parties may agree.


 


“Initial
Closing Shares” has the meaning set forth in Section 2.1(a).


 


“Initial
Closing Subscription Amount” means, with respect to each Purchaser, the aggregate amount to be paid for the Preferred
Shares purchased hereunder at the Initial Closing as indicated on Schedule I attached hereto under the heading “Initial
Closing Subscription Amount” in United States dollars and in immediately available funds.


 




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“Initial
Transaction Documents” means this Agreement, the exhibits attached hereto, the Investor Rights Agreement, the Asset
Purchase Agreement and any other documents or agreements for the Initial Closing explicitly contemplated hereunder and thereunder.


 


“Intellectual
Property” has the meaning set forth in Section 3.1(w).


 


“Investment
Company Act” has the meaning set forth in Section 3.1(p).


 


“Investor
Rights Agreement” has the meaning set forth in the Recitals.


 


“Legal
Proceeding” means any judicial, administrative or arbitral actions, suits, claims, investigations or proceedings (public
or private), whether for condemnation or otherwise, by or before a Governmental Entity or arbitrator.


 


“Material
Adverse Effect” has the meaning set forth in Section 3.1(d).


 


“Material
Contract” means any contract or other agreement of the Company that has been filed or was required to have been filed
as an exhibit to the SEC Reports pursuant to Item 601(b)(1), Item 601(b)(2), Item 601(b)(3), Item 601(b)(4) or Item 601(b)(10)
of Regulation S-K.


 


“Money
Laundering Laws” has the meaning set forth in Section 3.1(ff).


 


“OFAC”
has the meaning set forth in Section 3.1(ee).


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, Governmental Entity or any other form of entity not specifically
listed herein.


 


“Preferred
Shares” has the meaning set forth in the Recitals, and also includes any securities into which the Preferred Shares
may hereafter be reclassified or changed.


 


“Principal
Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which,
as of the date of this Agreement and the Closing Date, shall be The Nasdaq Capital Market.


 


“Private
Programs” means any private non-governmental program, including any private insurance program, in which the Company
participates or has participated or from which the Company receives or has received payments or reimbursements.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Product”
has the meaning set forth in Section 3.1(pp).


 


“Purchase
Price” means $100,000 per Preferred Share.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Recitals.


 


“Purchaser
Covered Person” has the meaning set forth in Section 3.2(o)(i).


 




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“Regulation
D” has the meaning set forth in the Recitals.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Second
Closing” means the closing of the purchase and sale of the Preferred Shares listed in Schedule II, attached hereto,
pursuant to this Agreement.


 


“Second
Closing Date” means the date on which when all of the Second Transaction Documents have been executed and delivered
by the applicable parties thereto, and all of the conditions set forth in Sections 2.3, 2.4, 5.3 and 5.4 hereof are satisfied
or waived, as the case may be, or such other date as the parties may agree.


 


“Second
Closing Shares” has the meaning set forth in Section 2.3(a).


 


“Second
Closing Subscription Amount” means, with respect to each Purchaser, the aggregate amount to be paid for the Series A
Shares purchased hereunder at the Second Closing as indicated on Schedule II attached hereto under the heading “Second
Closing Subscription Amount” in United States dollars and in immediately available funds.


 


“Second
Transaction Documents” means this Agreement, the exhibits attached hereto, and any other documents or agreements for
the Second Closing explicitly contemplated hereunder and thereunder.


 


“SEC
Reports” has the meaning set forth in Section 3.1(a).


 


“Secretary’s
Certificate” has the meaning set forth in Section 2.2(a)(iv).


 


“Securities”
has the meaning set forth in the Recitals.


 


“Securities
Act” has the meaning set forth in the Recitals.


 


“Series
A Shares” has the meaning set forth in the Recitals.


 


“Series
A-1 Shares” has the meaning set forth in the Recitals.


 


“Stock
Options” has the meaning set forth in Section 3.1(k).


 


“Subsidiaries”
has the meaning set forth in Section 3.1(nn).


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ
Global Market, the NASDAQ Capital Market on which the Common Stock is listed or quoted for trading on the date in question.


 


“Transaction
Documents” means the Initial Transaction Documents and the Second Transaction Documents.


 


“Transaction
Litigation” has the meaning set forth in Section 4.9.


 


“Transfer
Agent” means American Stock Transfer and Trust Company, LLC, the current transfer agent of the Company, with a mailing
address of 6201 15th Avenue, Brooklyn, New York 11219, and a telephone number of (718) 921-8200, or any successor transfer
agent for the Company.


 


“U.S.
GAAP” means U.S. generally accepted accounting principles, as applied by the Company.


 




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Article
II

PURCHASE AND SALE


 


2.1
Initial Closing. 


 


(a)
Amount. Subject to the terms and conditions set forth in this Agreement, substantially concurrent with the execution and
delivery of the Asset Purchase Agreement by the parties thereto, at the Initial Closing, the Company shall issue and sell to each
Purchaser, and each Purchaser shall purchase from the Company, such number of Series A Shares and Series A-1 Shares as set forth
next to each Purchaser’s name on Schedule I under the headings “Series A Shares” and “Series A-1
Shares”, respectively (together, the “Initial Closing Shares”).


 


(b)
Initial Closing. The Initial Closing of the purchase and sale of the Initial Closing Shares shall take place at the offices
of Pepper Hamilton LLP, with offices located at 620 Eighth Avenue, 37th Floor, New York, NY 10018-1405, on the Initial
Closing Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually
agree.


 


(c)
Form of Payment. At the Initial Closing, each Purchaser shall wire its Initial Closing Subscription Amount, in United States
dollars and in immediately available funds, to the Company’s account set forth on Exhibit C hereto or such other
account as may be designated in writing by the Company at least two (2) Business Days in advance. At the Initial Closing, the
Company shall issue the Series A Shares and Series A-1 Shares purchased at the Initial Closing in book-entry form.


 


2.2
Initial Closing Deliveries. (a) At or prior to the Initial Closing, the Company shall issue, deliver or cause to be delivered
to each Purchaser the following: 


 


(i)
evidence reasonably satisfactory to each Purchaser that the Transfer Agent has recorded the Series A Shares and Series A-1 Shares
purchased by such Purchaser at the Initial Closing on the stock ledger of the Company in book-entry form;


 


(ii)
a legal opinion of Company Counsel with respect to the matters described on Schedule A, dated as of the Initial Closing Date,
in form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers;


 


(iii)
the Investor Rights Agreement, duly executed by the Company;


 


(iv)
a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Initial
Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated
by this Agreement and the other Initial Transaction Documents and the issuance of the Series A-1 Shares and the Series A Shares
at the Initial Closing, (b) certifying the current versions of the Company Organizational Documents and the Certificate of Designation
and (c) certifying as to the signatures and authority of the individuals signing the Initial Transaction Documents and related
documents on behalf of the Company, in the form attached hereto as Exhibit E;


 


(v)
a certificate dated as of the Initial Closing Date and signed by its chief executive officer or its chief financial officer in
the form attached hereto as Exhibit F;


 




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(vi)
a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office)
of Delaware, as of a date within seven (7) Business Days of the Initial Closing Date; and


 


(vii)
a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary
of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation,
as of a date within seven (7) Business Days of the Initial Closing Date.


 


(b)
On or prior to the Initial Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
its Initial Closing Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth
next to each Purchaser’s name on Schedule I under the heading “Initial Closing Subscription Amount”, by wire
transfer to the account set forth on Exhibit C attached hereto or such other account as may be notified by the Company
to the Purchasers at least two (2) Business Days prior to the Initial Closing Date;


 


(ii)
the Investor Rights Agreement, duly executed by such Purchaser; and


 


(iii)
a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and Stock Certificate Questionnaire
in the forms attached hereto as Exhibits D-1 and D-2, respectively.


 


2.3
Second Closing. 


 


(a)
Amount. Subject to the terms and conditions set forth in this Agreement, at the Second Closing, the Company shall issue
and sell to each Purchaser, and each Purchaser shall purchase from the Company, such number of Series A Shares as set forth next
to each Purchaser’s name on Schedule II under the heading “Series A Shares” (the “Second Closing
Shares”).


 


(b)
Second Closing. The Second Closing of the purchase and sale of the Preferred Shares shall take place at the offices of
Pepper Hamilton LLP, with offices located at 620 Eighth Avenue, 37th Floor, New York, NY 10018-1405, on the Second
Closing Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually
agree.


 


(c)
Form of Payment. At the Second Closing, each Purchaser shall wire its Second Closing Subscription Amount, in United States
dollars and in immediately available funds, to the Company’s account set forth on Exhibit C hereto or such other
account as may be designated in writing by the Company at least two (2) Business Days in advance. At the Second Closing, the Company
shall issue the Series A Shares purchased at the Second Closing in book-entry form.


 


2.4
Second Closing Deliveries. (a)
At or prior to the Second Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following: 


 


(i)
evidence reasonably satisfactory to each Purchaser that the Transfer Agent has recorded the Series A Shares purchased by each
Purchaser at the Second Closing on the stock ledger of the Company in book-entry form;


 


(ii)
a legal opinion of Company Counsel with respect to the matters described on Schedule A, dated as of the Second Closing Date, in
form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to the Purchasers;


 




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(iii)
a Secretary’s Certificate, dated as of the Second Closing Date, (a) certifying the resolutions adopted by the Board of Directors
of the Company approving the transactions contemplated by this Agreement and the other Second Transaction Documents and the issuance
of the Series A Shares at the Second Closing, (b) certifying the current versions of the Company Organizational Documents and
the Certificate of Designation and (c) certifying as to the signatures and authority of the individuals signing the Second Transaction
Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E;


 


(iv)
a certificate dated as of the Second Closing Date and signed by its chief executive officer or its chief financial officer in
the form attached hereto as Exhibit F;


 


(v)
a certificate evidencing the good standing of the Company issued by the Secretary of State (or comparable office) of Delaware,
as of a date within seven (7) Business Days of the Second Closing Date; and


 


(vi)
a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of each jurisdiction
in which the Company is qualified to do business as a foreign corporation, as of a date within seven (7) Business Days of the
Second Closing Date.


 


(b)
On or prior to the Second Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
its Second Closing Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth next
to each Purchaser’s name on Schedule II under the heading “Second Closing Subscription Amount” by wire transfer
to the account set forth on Exhibit C attached hereto or such other account as may be notified by the Company to the Purchasers
at least two (2) Business Days prior to the Second Closing Date; and


 


(ii)
a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and Stock Certificate Questionnaire
in the forms attached hereto as Exhibits D-1 and D-2, respectively.


 


Article
III

REPRESENTATIONS AND WARRANTIES


 


3.1
Representations and Warranties of the Company. The
Company hereby represents and warrants as of the Initial Closing Date and as of the Second Closing Date to the Purchasers as follows: 


 


(a)
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, since the date that is two years preceding the date hereof (or such
shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the
exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”
and the SEC Reports filed with, or furnished to, the Commission and publicly available prior to the date hereof being the “Filed
SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension, except where the failure to file on a timely basis, individually or in
the aggregate, would not have or reasonably be expected to be material to the Company. As of their respective filing dates, or
to the extent corrected by a subsequent restatement prior to the date hereof, as of the date of such restatement, the SEC Reports
complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. Each of the Material Contracts to which the
Company or any of its Subsidiaries is a party or to which the property or assets of the Company or any of its Subsidiaries are
subject has been filed as an exhibit to the SEC Reports. As of the date hereof, (i) the Company is eligible to file a Registration
Statement on Form S-3, (ii) none of the Company’s Subsidiaries is required to file any documents with the Commission, (iii)
there are no outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the Filed
SEC Reports and (iv) none of the Filed SEC Reports is the subject of ongoing Commission review, outstanding Commission comment
or outstanding Commission investigation. Each of the certifications and statements relating to the Filed SEC Reports required
by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act, (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) or
(C) any other rule or regulation promulgated by the Commission or applicable to the Filed SEC Reports is accurate and complete,
has been timely filed and complies as to form and content with all applicable laws.


 




    	 	9	 



     


    

 


(b)
The financial statements of the Company (including all notes and schedules thereto) included or incorporated by reference in the
SEC Reports complied as to form, as of their respective dates of filing with the Commission, in all material respects with the
published rules and regulations of the Commission with respect thereto, have been prepared in all material respects in accordance
with U.S. GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the Commission or other rules
and regulations of the Commission) applied on a consistent basis during the periods involved (except (i) as may be indicated in
such financial statements or in the notes thereto or (ii) as permitted by Regulation S-X or other rules or regulations of the
Commission) and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries
at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated
subsidiaries for the periods specified and such financial statements and related schedules and notes thereto, subject in the case
of unaudited statements, to normal, immaterial, year-end audit adjustments. Neither the Company nor any of its Subsidiaries has
any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under U.S. GAAP, as
in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except
liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its Subsidiaries
as of June 30, 2019 (the “Balance Sheet Date”) included in the Filed SEC Reports, (ii) incurred after the Balance
Sheet Date in the ordinary course of business, or (iii) as contemplated by this Agreement or otherwise incurred in connection
with the Asset Purchase Agreement.


 


(c)
The Company and each of its Subsidiaries has filed all material United States federal, state, local and non-United States tax
returns that are required to be filed through the date hereof, which returns are true and correct in all material respects, or
has received timely extensions thereof, and has paid all taxes shown on such returns and all assessments received by it to the
extent that the same are material and have become due, except for any such taxes currently being contested in good faith. There
are no tax audits or investigations pending.


 


(d)
(i) Neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included
or incorporated by reference in the Filed SEC Reports any material loss or interference with its business, direct or contingent,
including from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as set forth or contemplated in the Filed SEC Reports; and (ii) since
the respective dates as of which information is given in the Filed SEC Reports, there has not been (A) any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries, taken as a whole (other than changes pursuant to agreements
or employee benefit plans or in connection with the exercise of options, in each case as described or referred to in the Filed
SEC Reports) or (B) any material, individually or in the aggregate, adverse change, or any development involving a prospective
adverse change that is material (i) in or affecting the properties, business, management, prospects, operations, earnings or condition
(financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (ii) to the ability of the Company to consummate
the transactions contemplated by the Transaction Documents on a timely basis or on the ability of the Company to comply with its
obligations under the Transaction Documents (a “Material Adverse Effect”).


 




    	 	10	 



     


    

 


(e)
The Company and its Subsidiaries have good and marketable title to all real property owned by them, if any, and have good title
to all other material property owned by them, in each case free and clear of all liens, encumbrances and defects except as do
not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property
by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially
interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.


 


(f)
(i) The Company and its Subsidiaries are in material compliance with all Applicable Laws or any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human
health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii)
the Company and its Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws
and are each in material compliance with their requirements, (iii) there are no pending or, to the knowledge of the Company, threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation,
investigation or Proceedings relating to any Environmental Law against the Company or any of its Subsidiaries, and (iv) to the
knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order
for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Entity, against or affecting
the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws.


 


(g)
The Company (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State
of Delaware, with corporate power and corporate authority to own its properties and conduct its business as described in all material
respects in the SEC Reports, and (ii) has been duly qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as
to require such qualification, except in the case of clause (ii), where the failure to be so qualified or in good standing would
not be material; and each Subsidiary of the Company (x) has been duly incorporated or formed, as the case may be, and is validly
existing as a corporation or limited liability company, as applicable, in good standing under the laws of its jurisdiction of
incorporation or formation, with the company power and authority to own its properties and conduct its business as described in
the SEC Reports, and (y) has been duly qualified as a foreign corporation or limited liability company for the transaction of
business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any
business so as to require such qualification, except in the case of clause (y), where the failure to be so qualified or in good
standing would not be material.


 




    	 	11	 



     


    

 


(h)
The execution and delivery of this Agreement by the Company and performance by the Company of the transactions contemplated by
this Agreement have been duly authorized by all necessary corporate or other applicable action including by the Board of Directors.
Each Transaction Document to which it is a party has been (or will be) duly executed by the Company, and when delivered by the
Company in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Company, enforceable
against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies,
by other equitable principles of general application, or except insofar as indemnification and contribution provisions may be
limited by applicable law. Other than the Nasdaq Approval (as defined in the Certificate of Designation), no vote, consent or
approval of the stockholders of the Company is required under applicable law, the Company Organizational Documents or under any
contract between the Company and any stockholder of the Company, to authorize or approve this Agreement or the other Transaction
Documents or the transactions contemplated hereby or thereby. The Board of Directors has taken all necessary actions such that
the restrictions set forth in Section 203 of the General Corporation Law of the state of Delaware will not apply to any acquisition
by any Purchaser of the Preferred Shares to be issued pursuant to this Agreement or upon the conversion of the Preferred Shares
into Conversion Shares pursuant to the Certificate of Designation.


 


(i)
The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock,
par value $0.01 per share (“Company Preferred Stock”), of which 270 shares of Series A Shares will be authorized
and 80 shares of Series A-1 Shares will be authorized as of the Initial Closing and Second Closing and no other shares of Company
Preferred Stock will be authorized. At the close of business on July 12, 2019 (the “Capitalization Date”),
(i) 38,295,006 shares of Common Stock were issued, (ii) 38,196,038 shares of Common Stock were outstanding, (iii) 682,935 shares
of Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, (iv) 3,935,969 shares of Common
Stock were subject to outstanding Company Stock Options, (v) warrants to purchase 14,196,482 shares of common stock were outstanding,
and (vi) no shares of Company Preferred Stock were issued or outstanding.


 


(j)
Except as described in Section 3.1(i), as of the Capitalization Date, there were (i) no outstanding shares of capital stock
of, or other Equity Interests or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into
or exchangeable for shares of capital stock of, or other Equity Interests or voting interests in, the Company, (iii) no outstanding
options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue,
any capital stock of, or other Equity Interests or voting interests (or voting debt) in, or any securities convertible into or
exchangeable for shares of capital stock of, or other Equity Interests or voting interests in, the Company other than obligations
under the Company Plans in the ordinary course of business, (iv) no obligations of the Company to grant, extend or enter into
any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any
capital stock of, or other Equity Interests or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv)
being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any
of its Subsidiaries to make any payments based on the price or value of any Company Securities. Since the Capitalization Date,
neither the Company nor any of its Subsidiaries has (A) issued any Company Securities or incurred any obligation to make any payments
based on the price or value of any Company Securities or dividends paid thereon, other than in connection with the vesting, settlement
or exercise of the stock option, service based restricted stock awards and performance-based restricted stock awards referred
to in Section 3.1(i) that were outstanding as of the Capitalization Date or as expressly contemplated by this Agreement
or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution
in respect of, any shares of the Company’s capital stock. Except as described in the SEC Reports, there are no outstanding
agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company
Securities (other than pursuant to the cashless exercise of Company Stock Options), or obligate the Company to grant, extend or
enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription
rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. None of the Company
or any Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights
agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the
disposition, voting or dividends with respect to any Company Securities.


 




    	 	12	 



     


    

 


(k)
All of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable
and free of preemptive rights and were not issued in violation of any rights of first refusal or other similar rights to subscribe
for or purchase securities of the Company; and conform in all material respects to the description of such capital stock contained
in the Filed SEC Reports and all of the issued shares of capital stock of each Subsidiary of the Company have been duly authorized
and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims and there are no options, warrants or rights to acquire shares of capital stock of any
Subsidiary of the Company. With respect to stock options (the “Stock Options”) granted pursuant to the stock-based
compensation plans of the Company (the “Company Stock Plans”), (i) each Stock Option intended to qualify as
an “incentive stock option” under Section 422 of the Code so qualified as of the applicable Grant Date, (ii) each
grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to
be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the
Board of Directors and any required stockholder approval by the necessary number of votes or written consents, and the award agreement
governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance
with the terms of the Company Stock Plans, (iv) the per share exercise price of each Stock Option was equal to the fair market
value of a share of Common Stock, as determined in good faith by the Board of Directors on the effective Grant Date and (v) each
such grant was properly accounted for in accordance with U.S. GAAP.


 


(l)
The Preferred Shares to be issued and sold by the Company to the Purchasers hereunder have been duly authorized and, when issued
and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and,
assuming the accuracy of the Purchasers’ representations in Section 3.2 below, issued in compliance with all applicable
federal and state securities laws; the Series A Shares issuable upon conversion of the Series A-1 Shares and the Conversion Shares
have been duly authorized and, when issued and delivered in accordance with the Transaction Documents and the Certificate of Designation
upon conversion of the Series A-1 Shares or Series A Shares, as applicable, will be duly and validly issued and fully paid and
non-assessable and, assuming the accuracy of the Purchasers’ representations in Section 3.2 below, issued in compliance
with all applicable federal and state securities laws; and the issuance of the Securities is not and will not be issued in violation
of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right,
and will be free and clear of all liens and encumbrances, except restrictions imposed by the Securities Act and any applicable
state securities laws. The Preferred Shares, when issued, and the Conversion Shares, if and when issued, will have the terms and
conditions and entitle the holders thereof to the rights set forth in the Company Organizational Documents, as amended by the
Certificate of Designation. The shares of Common Stock issuable upon conversion of the Preferred Shares have been duly reserved
for issuance. Nothing in this subsection shall be construed to mean that the Preferred Shares, Conversion Shares and Common Stock
are not subject to the restrictions set forth in the Certificate of Designation and the Investor Rights Agreement.


 




    	 	13	 



     


    

 


(m)
The execution, delivery and performance by the Company of this Agreement, the Initial Transaction Documents (including the adoption
of the Certificate of Designation) and the Second Transaction Documents, and the consummation of the transactions contemplated
hereby and thereby, including the issue and sale of the Preferred Shares and the compliance by the Company its obligations hereunder
and thereunder, do not and will not (A) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation under, any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (B)
violate any of the provisions of the Company Organizational Documents, or the organizational documents of any subsidiary, (C)
violate any law, rule, regulation, order, judgment or decree (including federal and state securities laws) of any court or governmental
agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, or (D) require any
consent, approval, authorization, order, registration or qualification of or with any court, governmental agency or body or third
party, except for such consents, approvals, authorizations, orders, registrations or qualifications that have been obtained or
made and are in full force and effect, and with respect to any third party consent, the failure of which to obtain, individually
or in the aggregate, would not be material to the Company and its Subsidiaries, taken as a whole, or adversely impact the ability
to consummate the offering contemplated hereby or the transactions contemplated by the Asset Purchase Agreement.


 


(n)
Neither the Company nor any of its Subsidiaries is (A) in violation of the Company Organizational Documents or other organizational
documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which
it or any of its properties may be bound, except in the case of clause (B), to the extent that such default, individually or in
the aggregate, would not be material to the Company and its Subsidiaries, taken as a whole, or adversely impact the ability to
consummate the offering contemplated hereby.


 


(o)
Other than as set forth in the Filed SEC Reports, there are no legal or governmental Proceedings pending to which the Company
or any of its Subsidiaries is a party or of which any property or assets of the Company or any of its Subsidiaries is the subject,
which, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate be material to
the Company or its Subsidiaries after giving effect to the consummation of the transactions contemplated by the Asset Purchase
Agreement; and, no such Proceedings are threatened by governmental authorities or threatened by others.


 


(p)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof,
will not be required to be registered as an “investment company,” as such term is defined in the Investment Company
Act of 1940, as amended (the “Investment Company Act”).


 


(q)
BDO USA, LLP, who have audited certain financial statements of the Company and its Subsidiaries is a registered public accounting
firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act), is “independent” with respect to the Company within
the meaning of Regulation S-X and the Public Company Accounting Oversight Board (United States) and is in compliance with subsections
(g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the Commissions and the Public
Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Company
that were required to be approved in accordance with Section 202 of the Sarbanes-Oxley Act were so approved.


 




    	 	14	 



     


    

 


(r)
The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. The Company’s internal control over financial reporting is effective and the Company is not aware
of any material weaknesses in its internal control over financial reporting.


 


(s)
The Board of Directors meets the independence requirements of, and has established an audit committee that meets the independence
requirements of, the rules and regulations of the Commission and the Principal Trading Market.


 


(t)
Since the date of the latest audited financial statements included or incorporated by reference in the Filed SEC Reports, there
has been no change in the internal control of the Company or its Subsidiaries over financial reporting that has materially affected,
or is reasonably likely to materially affect, the internal control of the Company or its Subsidiaries over financial reporting.


 


(u)
The Company and its Subsidiaries maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under
the Exchange Act) that comply with the requirements of the Exchange Act and such disclosure controls and procedures are effective
at the reasonable assurance level.


 


(v)
The Company and each of its Subsidiaries make and keep accurate books and records and maintain a system of internal accounting
controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences; and (v) the interactive data in extensible Business Reporting Language included or incorporated by reference
in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the
Commission’s rules and guidelines applicable thereto.


 


(w)
To the Company’s knowledge, the Company and its Subsidiaries own, possess, license or have other rights to use, or could
obtain on commercially reasonable terms, all foreign and domestic patents, patent applications, trade and service marks, trade
and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names,
know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct
of their respective businesses as now conducted and as currently proposed to be conducted. Further, (i) there are no material
rights of third parties to any such Intellectual Property owned by the Company or its Subsidiaries except for nonexclusive licenses
granted to customers in the ordinary course to third parties; (ii) to the Company’s knowledge, there is no infringement
by third parties of any such Intellectual Property of the Company or its Subsidiaries necessary for the conduct of their respective
businesses as now conducted and as currently proposed to be conducted; (iii) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiaries’ rights in or
to any such Intellectual Property of the Company or its Subsidiaries necessary for the conduct of their respective businesses
as now conducted and as currently proposed to be conducted, and the Company is unaware of any facts which could form a reasonable
basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened
action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property of the Company or its
Subsidiaries necessary for the conduct of their respective businesses as now conducted and as currently proposed to be conducted;
(v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the
Company or its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary
rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application
which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent in any other
jurisdiction, has been commenced against any patent or patent application owned by or licensed to the Company or its Subsidiaries;
and (vii) except as disclosed in the SEC Reports, the Company and its Subsidiaries have complied in all material respects with
the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all
such agreements are in full force and effect.


 




    	 	15	 



     


    

 


(x)
After giving effect to the transactions contemplated by the Asset Purchase Agreement, there are no off-balance sheet arrangements
(as defined in Regulation S-K Item 303(a)(4)(ii)) that may have a material current or future effect on the Company’s financial
condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.


 


(y)
The Company and its Subsidiaries have each complied, and are presently in compliance, in all material respects with all obligations,
laws and regulations regarding the collection, use, transfer, storage, protection, disposal and/or disclosure of personally identifiable
information and/or any other information collected from or provided by third parties. The Company and its Subsidiaries have taken
commercially reasonable steps to protect the information technology systems and data used in connection with the operation of
the Company and/or its Subsidiaries. The Company and its Subsidiaries have used reasonable efforts to establish, and have established,
commercially reasonable disaster recovery and security plans, procedures and facilities for the business, including, without limitation,
for the information technology systems and data held or used by or for the Company and/or any of its Subsidiaries. There has been
no security breach or attack or other compromise of or relating to any such information technology system or data which would
reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.


 


(z)
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are, in the Company’s reasonable judgment, prudent and adequate for the businesses in which
they are engaged.


 


(aa)
Except as disclosed in the Filed SEC Reports, after giving effect to the transactions contemplated by the Asset Purchase Agreement,
there are no related party transactions that would be required to be disclosed therein by Item 404 of Regulation S-K and any such
related party transactions described therein are accurately described in all material respects.


 


(bb)
Neither the Company nor any of its Subsidiaries maintains or contributes to, or otherwise has any current or contingent liability
with respect to, an employee benefit plan that is subject to Title IV of the Employee Retirement Income Security Act of 1974,
as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 412 of
the Code; the employee benefit plans sponsored, maintained or contributed to by the Company and its Subsidiaries are in compliance
in all material respects with the applicable provisions of ERISA and the Code; to the knowledge of the Company, no non-exempt
prohibited transaction has occurred, within the meaning of Section 406 of ERISA or Section 4975 of the Code for which the Company
or any of its Subsidiaries would have any liability.


 


(cc)
The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with the ERISA,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any Governmental Entity (collectively, the “Employee Benefit Laws”). No action, suit or Proceeding by or
before any court or Governmental Entity, authority or body or any arbitrator to which the Company or any of its Subsidiaries is
a party with respect to Employee Benefit Laws is pending or, to the knowledge of the Company, threatened.


 




    	 	16	 



     


    

 


(dd)
The holders of outstanding shares of Common Stock are not entitled to preemptive or other rights to subscribe for the Securities;
none of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other
similar rights to subscribe for or purchase securities of the Company; there are no Persons with registration or other similar
rights to have securities of the Company registered under the Securities Act or the rules and regulations of the Commission thereunder;
there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase,
or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its
Subsidiaries except as disclosed in Section 3.1(i); and the description of the Company Stock Plans, and the options or
other rights granted thereunder, included in the SEC Reports fairly presents the information required to be shown with respect
to such plans, options and rights.


 


(ee)
Neither the Company nor any of its Subsidiaries or any of their respective Affiliates does business with any court, administrative
agency, regulatory body, commission or other Governmental Entity, board, bureau or instrumentality, domestic or foreign, any subdivision
thereof, or with any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business
association, organization or other entity located in any country that is the subject of the economic sanctions or programs of
the United States as administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to its Subsidiaries or any joint venture partner or other Person, in a manner that violates any U.S. sanctions administered
by OFAC.


 


(ff)
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of jurisdictions where the Company and
its Subsidiaries conduct business, the applicable rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”),
and no action, suit or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened.


 


(gg)
Neither the Company or any of its Subsidiaries nor any director, officer, agent, employee or Affiliate of the Company or any of
its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or
any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and
the Company, its Subsidiaries and its Affiliates have conducted their businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.


 




    	 	17	 



     


    

 


(hh)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by
the Purchasers, no registration under the Securities Act is required for the offer and sale of the Preferred Shares by the Company
to the Purchasers under the Initial Transaction Documents or Second Transaction Documents. The issuance and sale of the Preferred
Shares hereunder does not contravene the rules and regulations of the Trading Market.


 


(ii)
Listing and Maintenance Requirements. Except as described in the SEC Reports, the Common Stock is registered pursuant to
Section 12(b) of the Exchange Act and is listed on the Principal Trading Market, and the Company has taken no action designed
to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or to delist,
or likely to have the effect of delisting, the Common Stock from the Principal Trading Market, nor has the Company received any
notification that the Commission or the Principal Trading Market is contemplating terminating or suspending such registration
or listing. Except as described in the SEC Reports, the Company is in compliance with all applicable listing requirements of the
Principal Trading Market.


 


(jj)
No Integrated Offering. None of the Company, its Subsidiaries nor any of its Affiliates or any Person acting on its behalf
has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any Company security or solicited
any offers to buy any security under circumstances that would (i) impair the availability of the exemption from registration under
Regulation D under the Securities Act in connection with the offer and sale by the Company of the Preferred Shares as contemplated
hereby or (ii) cause the offering of the Preferred Shares pursuant to the Transaction Documents to be integrated with prior offerings
by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation,
under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.


 


(kk)
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of
the Preferred Shares by any form of general solicitation or general advertising.


 


(ll)
No Rights Agreement. The Company is not party to a stockholder rights agreement, “poison pill” or similar antitakeover
agreement or plan and no anti-takeover statutes currently in effect in any jurisdiction in which the Company operates are applicable.


 


(mm)
Certain Business Relationships with Affiliates. The Company has provided to Purchasers on or prior to the date hereof true
and complete unredacted copies of any contracts or other agreements (excluding employment, stock option and customary indemnification
agreements with officers and directors entered into in the ordinary course of business) between the Company, on the one hand,
and any director, officer or stockholder (in each case, in his, her or its capacity as such) of the Company, any of its Subsidiaries
or its Affiliates, on the other hand, which is currently in effect.


 


(nn)
Subsidiaries. The entities set forth on Schedule B (collectively, the entities required to be disclosed on Schedule
B, the “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule
1-02 of Regulation S-X promulgated by the Commission). The Company owns, directly or indirectly, all of the equity interests of
the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction,
and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and
similar rights. Except as described in the Filed SEC Reports, no Subsidiary is currently prohibited, directly or indirectly, from
paying any dividends to the Company or any of its Subsidiaries, from making any other distribution on such Subsidiary’s
capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any
of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.


 




    	 	18	 



     


    

 


(oo)
No Preferential Rights. Except as described in the Filed SEC Reports, (i) no Person has the right, contractual or otherwise,
to cause the Company or any of its Subsidiaries to issue or sell to such Person any Common Stock or shares of any other capital
stock or other securities of the Company or any of its Subsidiaries, (ii) no Person has any preemptive rights, resale rights,
rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or
otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company or any of its
Subsidiaries, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with
the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company or
any of its Subsidiaries to register under the Securities Act, any Common Stock or shares of any other capital stock or other securities
of the Company or any of its Subsidiaries, or to include any such shares or other securities in the offering contemplated hereby,
as a result of the sale of the Preferred Shares as contemplated hereby or otherwise.


 


(pp)
Consents and Permits. Each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”)
or any non-U.S. counterpart that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company
or any of its Subsidiaries are subject to (each such product, a “Product”), had been manufactured, packaged,
labeled, tested, distributed, sold and/or marketed by the Company or its Subsidiaries, in compliance in all material respects
with all applicable Health Care Laws relating to registration, investigational use, premarket clearance, licensure, or application
approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling,
advertising, record keeping and filing of reports. There is no pending, completed or threatened action (including any lawsuit,
arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or
any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication
from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval
of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion
of any Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal
of advertising or sales promotional materials relating to, any Product, (iii) imposes a clinical hold on any clinical investigation
by the Company or any of its Subsidiaries (iv) enjoins production at any facility of the Company or any of its Subsidiaries or,
(v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or
(vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries in any material
respect. Neither the Company nor any of its Subsidiaries have been informed by the FDA or any non-U.S. counterpart that the FDA
or any non-U.S. counterpart will prohibit the marketing, sale, license or use in the United States or in any other territory any
product proposed to be developed, produced or marketed by the Company or any of its Subsidiaries nor has the FDA or any non-U.S.
counterpart expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed
by the Company or any of its Subsidiaries. To the Company’s knowledge, there are no legal or governmental proceedings relating
to any Health Care Law pending or threatened to which the Company or any of its Subsidiaries is a party, nor is it aware of any
material violations of such acts or regulations by the Company or any of its Subsidiaries. For purposes of this Agreement, “Health
Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act and the regulations promulgated thereunder; (ii) all applicable
federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the
U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h),
the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)),
all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the
health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
(42 U.S.C. Section 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C.
§ 1320a-7a), the statutes, regulations and directives of applicable government funded or sponsored healthcare programs, and
the regulations promulgated pursuant to such statutes; (iii) the Standards for Privacy of Individually Identifiable Health Information,
the Security Standards, and the Standards for Electronic Transactions and Code Sets promulgated under HIPAA, the Health Information
Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the regulations promulgated thereunder
and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which is to protect the privacy of individuals
or prescribers; (iv) Medicare (Title XVIII of the Social Security Act); (v) Medicaid (Title XIX of the Social Security Act); and
(vi) any and all other applicable health care laws and regulations.


 




    	 	19	 



     


    

 


(qq)
Regulatory Filings. Except as described in the Filed SEC Reports, neither the Company nor any of its Subsidiaries has failed
to file with the applicable Governmental Entity (including the FDA or any foreign, federal, state or local Governmental Entity
performing functions similar to those performed by the FDA) any required filing, declaration, listing, registration, report or
submission, except for any deficiencies that, individually or in the aggregate, would be immaterial; except as described in the
Filed SEC Reports, all such filings, declarations, listings, registrations, reports or submissions were in material compliance
with applicable laws when filed and no material deficiencies have been asserted by any applicable regulatory authority with respect
to any such filings, declarations, listings, registrations, reports or submissions. Each of the Company and its Subsidiaries have
operated and currently is, in all material respects, in compliance with all applicable Health Care Laws. The Company has no knowledge
of any studies, tests or trials the results of the Company or any of its Subsidiaries which reasonably call into question in any
material respect the results of such studies, tests and trials.


 


(rr)
Clinical Studies. The preclinical studies and tests and clinical trials of the Company or any of its Subsidiaries were,
and, if still pending, are being conducted in all material respects in accordance with the experimental protocols, procedures
and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates
comparable to those being developed by the Company or any of its Subsidiaries; the descriptions of such studies, tests and trials,
and the results thereof, contained in the Filed SEC Reports, if any, are accurate and complete in all material respects; the Company
is not aware of any tests, studies or trials not described in the Filed SEC Reports, the results of which reasonably call into
question the results of the tests, studies and trials described in the Filed SEC Reports; and neither the Company nor any of its
Subsidiaries has received any written notice or correspondence from the FDA or any foreign, state or local Governmental Entity
exercising comparable authority or any institutional review board or comparable authority requiring the termination, suspension,
clinical hold or material modification of any tests, studies or trials.


 


(ss)
Brokers. Neither the Company nor any of its Subsidiaries has incurred any liability for any finder’s fees, brokerage
commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect
to or pursuant to this Agreement.


 


(tt)
Labor Disputes and Matters. Neither the Company nor any of its Subsidiaries employs any person represented by a union or
collective bargaining unit. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists
or, to the knowledge of the Company, is threatened.


 


(uu)
Margin Rules. Neither the issuance, sale and delivery of the Preferred Shares nor the application of the proceeds thereof
by the Company as described in the Filed SEC Reports will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System or any other regulation of such Board of Governors.


 




    	 	20	 



     


    

 


(vv)
Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such
risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their business and as is
customary for companies engaged in similar businesses in similar industries.


 


(ww)
Compliance with Laws. Each of the Company and its Subsidiaries: (i) is and at all times has been in material compliance
with all laws, statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing,
use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured
or distributed by the Company or its Subsidiaries (“Applicable Laws”); (ii) has not received any FDA Form 483,
notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any other Governmental
Entity alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,
permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (iii)
possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation
of any term of any such Authorizations; (iv) has not received notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any Governmental Entity or third party alleging that any product operation or
activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third
party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) has not received
notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
and has no knowledge that any such Governmental Entity is considering such action; (vi) has filed, obtained, maintained or submitted
all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required
by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims,
submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected
or supplemented by a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted, or
issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning,
“dear healthcare provider” letter, or other notice or action relating to the alleged lack of safety or efficacy of
any product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted
or intends to initiate any such notice or action.


 


(xx)
Disclosure. No representation or warranty or other statement made by the Company, CGI or any of their respective representatives
in connection with the negotiation, execution, delivery or performance of this Agreement or the Transaction Documents contains
any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained
herein and therein, in light of the circumstances under which such statements were made, not misleading.


 


(yy)
Health Care Regulatory Compliance.


 


(i)
The Company and each of its Subsidiaries is in material compliance with all applicable Health Care Laws. Neither the Company nor
any of its Subsidiaries has received any written or, to the Company’s knowledge, oral communication from a Governmental
Entity, Government Program, Private Program, or other Person alleging any failure to comply with applicable Health Care Laws.
Except as disclosed in the section entitled “RedPath – DOJ Settlement” in Note 10 of the consolidated financial
statements included in the 2018 Form 10-K, to the knowledge of the Company, neither the Company nor any of its Subsidiaries has
been investigated for violation of any Health Care Laws to which it is bound or to which any business activity or professional
services performed by or for the Company or any of its Subsidiaries is subject.


 




    	 	21	 



     


    

 


(ii)
The Company and each of its Subsidiaries has, and for the past three years has had, privacy and security policies, procedures
and safeguards that comply with then-applicable requirements of health care privacy laws.


 


(iii)
Except as disclosed in the section entitled “RedPath – DOJ Settlement” in Note 10 of the consolidated financial
statements included in the 2018 Form 10-K, neither the Company nor any of its Subsidiaries is, and in the past three years has
not been, a party to a corporate integrity agreement with any Governmental Entity or otherwise had any continuing reporting obligations
pursuant to any deferred prosecution, settlement or other integrity agreement with any Governmental Entity.


 


(iv)
Neither the Company nor any of its Subsidiaries has at any time in the past three years (i) been served with or received any search
warrant, subpoena or civil investigative demand from any Governmental Entity, (ii) made a voluntary disclosure pursuant to the
U.S. Department of Health and Human Services Office of the Inspector General’s provider Self-Disclosure Protocol or the
Centers for Medicare and Medicaid’s Voluntary Self-Referral Disclosure Protocol, (iii) made a self-disclosure to a Medicare
Administrative Contractor or (iv) otherwise made a material disclosure to a Governmental Entity regarding potential repayment
obligations arising from actual or potential violations of Health Care Laws.


 


(v)
The Company and each of its Subsidiaries, their respective personnel and authorized representatives are operating, and for past
three years have operated, in material compliance with the federal health care program anti-kickback statute (42 U.S.C. §
1320a-7b, et seq.), the federal physician self-referral law (commonly known as the Stark Law) (42 U.S.C. § 1395nn, et seq.,
and its implementing regulations, 42 C.F.R. Subpart J), and all other Applicable Laws with respect to direct and indirect compensation
arrangements, ownership interests or other relationships between such Person and any past, present or potential patient, physician,
supplier, contractor or other Person in a position to refer, recommend or arrange for the referral of patients or other health
care business or to whom such Person refers, recommends or arranges for the referral of patients or other health care business.


 


(vi)
There has been no non-coverage decision, material adverse change to any existing coverage determination, nor change in reimbursement
or coverage policies which could have a material adverse effect on, cause, or result in a denial of reimbursement, with respect
to any of the Company’s or any of its Subsidiaries’ products or services by CMS or its contractors (including but
not limited to Medicare Administrative Contractors (MACs)), whether through a National Coverage Determination (NCD) or a Local
Coverage Determination (LCD), nor a determination by CMS or a MAC that any of the Company’s or any of its Subsidiaries’
products or services (i) are considered non-covered services, and (ii) no existing coverage determination has been, is pending,
nor has been threatened to be revoked or amended.


 


(vii)
Except as disclosed in the section entitled “RedPath – DOJ Settlement” in Note 10 of the consolidated financial
statements included in the 2018 Form 10-K for the year ended December 31, 2018, neither the Company nor any of its Subsidiaries
has received any nor, to the knowledge of the Company, are there any pending, written complaints, claims, demands, inquiries,
proceedings, or other notices, including any notices of any investigation or other Legal Proceedings regarding the Company or
any of its Subsidiaries, initiated by (i) any Person; (ii) any Private Programs; (iii) any Governmental Entity, including the
United States Federal Trade Commission, a state attorney general, data protection authority or similar state official, or a supervisory
authority; or (iv) any self-regulatory authority or entity, alleging that any activity of the Company or any of its Subsidiaries:
(A) is in violation of any applicable information laws, (B) is in violation of any privacy agreements, (C) is in violation of
any privacy policies, (D) is otherwise in violation of any person’s privacy, personal or confidentiality rights, or (E)
otherwise constitutes an unfair, deceptive, or misleading trade practice.


 




    	 	22	 



     


    

 


(viii)
Neither the Company nor any of its Subsidiaries, to the knowledge of the Company, any officer, key employee or agent of the Company
has, within the last three years, been convicted of any crime or engaged in any conduct that would reasonably be expected to result
in (i) debarment under 21 U.S.C. Section 335a or any similar state or foreign Applicable Laws or (ii) exclusion under 42 U.S.C.
Section 1320a-7 or any similar state or foreign Applicable Laws.


 


(zz)
Representations Regarding the Business.


 


(i)
At the consummation of the transactions contemplated by the Asset Purchase Agreement, CGI Seller transferred to the Company or
its Subsidiaries good, valid and, if applicable, marketable title to all of the Purchased Assets (as defined in the Asset Purchase
Agreement) free and clear of all liens, encumbrances and defects, except as does not materially affect the value of such Purchased
Assets and does not interfere with the use made and proposed to be made of such Purchased Assets by the Company and its Subsidiaries.


 


(ii)
(i) CGI (in respect of the Business) is in material compliance with all Environmental Laws, including, without limitation, laws
and regulations relating to Hazardous Materials, (ii) CGI (in respect of the Business) has all permits, authorizations and approvals
required under any applicable Environmental Laws and is in material compliance with their requirements, (iii) there are no pending
or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of non-compliance or violation, investigation or Proceedings relating to any Environmental Law against
CGI (in respect of the Business), and (iv) to the knowledge of the Company, there are no events or circumstances that would reasonably
be expected to form the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or
Governmental Entity, against or affecting CGI (in respect of the Business) relating to Hazardous Materials or any Environmental
Laws.


 


(iii)
There are no Proceedings pending to which CGI (in respect of the Business) is a party or of which any property or assets of CGI
(in respect of the Business) is the subject, which, if determined adversely, would individually or in the aggregate be material
to the Business, and, to the knowledge of the Company, no such Proceedings are threatened by Governmental Entities or threatened
by others.


 


(iv)
To the Company’s knowledge, CGI owns, possesses, licenses or has other rights to use, or could obtain on commercially reasonable
terms, all Intellectual Property necessary for the conduct of the Business as now conducted and as currently proposed to be conducted.
Further, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual property in respect
of the Business except for nonexclusive licenses granted to customers in the ordinary course to third parties; (ii) to the Company’s
knowledge, there is no infringement by third parties of any Intellectual Property acquired by the Company or its Subsidiaries
under the Asset Purchase Agreement necessary for the conduct of the Business as now conducted and as currently proposed to be
conducted; (iii) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others
challenging CGI’s, the Company’s or its Subsidiaries’ rights in or to any the Intellectual Property acquired
by the Company or its Subsidiaries under the Asset Purchase Agreement necessary for the conduct of the Business as now conducted
and as currently proposed to be conducted; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others challenging the validity or scope of the Intellectual Property acquired by the Company or its Subsidiaries
under the Asset Purchase Agreement necessary for the conduct of the Business as now conducted and as currently proposed to be
conducted; (v) there is no pending or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others
that the Business or the Purchased Assets infringe or otherwise violate any patent, trademark, copyright, trade secret or other
proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent
application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135), or the equivalent
in any other jurisdiction, has been commenced against any patent or patent application acquired by the Company or its Subsidiaries
under the Asset Purchase Agreement; and (vii) CGI has complied in all material respects with the terms of each agreement pursuant
to which Intellectual Property in respect of the Business has been licensed to CGI (in respect of the Business), and all such
agreements are in full force and effect.


 




    	 	23	 



     


    

 


(v)
CGI (in respect of the Business) has complied, and is presently in compliance, in all material respects with all obligations,
laws and regulations regarding the collection, use, transfer, storage, protection, disposal and/or disclosure of personally identifiable
information and/or any other information collected from or provided by third parties. CGI (in respect of the Business) has taken
commercially reasonable steps to protect the information technology systems and data used in connection with the operation of
the Business. CGI (in respect of the Business) has used reasonable efforts to establish, and have established, commercially reasonable
disaster recovery and security plans, procedures and facilities for the business, including, without limitation, for the information
technology systems and data held or used by CGI (in respect of the Business).


 


(vi)
Neither CGI nor any of its Affiliates (in each case, in respect of the Business) does business with any court, administrative
agency, regulatory body, commission or other Governmental Entity, board, bureau or instrumentality, domestic or foreign, any subdivision
thereof, or with any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business
association, organization or other entity located in any country that is the subject of the economic sanctions or programs of
the United States as administered by OFAC.


 


(vii)
The operations of CGI (in respect of the Business) are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Money Laundering Laws, and no action, suit or Proceeding by or before any court
or Governmental Entity, authority or body or any arbitrator involving CGI (in respect of the Business) with respect to the Money
Laundering Laws is pending or threatened.


 


(viii)
Neither CGI, nor any director, officer, agent, employee or Affiliate of CGI (in each case, in respect of the Business), is aware
of or has taken any action, directly or indirectly, that would result in a material violation by such Persons of the FCPA, including,
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and each of CGI
and its Affiliates (in each case, in respect of the Business) has conducted its businesses in material compliance with the FCPA
and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith.


 




    	 	24	 



     


    

 


(ix)
Each product subject to the jurisdiction of the FDA or any non-U.S. counterpart that is manufactured, packaged, labeled, tested,
distributed, sold, and/or marketed by CGI or its Affiliates (in each case, in respect of the Business) (each such product, a “CGI
Product”), had been manufactured, packaged, labeled, tested, distributed, sold and/or marketed by in compliance in all
material respects with all applicable Health Care Laws relating to registration, investigational use, premarket clearance, licensure,
or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas,
labeling, advertising, record keeping and filing of reports. There is no pending, completed or threatened action (including any
lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against CGI or
its Affiliates (in each case, in respect of the Business), and neither CGI nor its Affiliates (in each case, in respect of the
Business) have received any notice, warning letter or other communication from the FDA or any other Governmental Entity, which
(i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing
or packaging of, the testing of, the sale of, or the labeling and promotion of any CGI Product, (ii) withdraws its approval of,
requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials
relating to, any CGI Product, (iii) imposes a clinical hold on any clinical investigation by CGI or its Affiliates (in each case,
in respect of the Business), (iv) enjoins production at any facility of CGI or its Affiliates (in each case, in respect of the
Business), (v) enters or proposes to enter into a consent decree of permanent injunction with CGI or its Affiliates (in each case,
in respect of the Business), or (vi) otherwise alleges any violation of any laws, rules or regulations by CGI or its Affiliates
(in each case, in respect of the Business) in any material respect. Neither CGI or its Affiliates (in each case, in respect of
the Business) has been informed by the FDA or any non-U.S. counterpart that the FDA or any non-U.S. counterpart will prohibit
the marketing, sale, license or use in the United States or in any other territory any product proposed to be developed, produced
or marketed by CGI or its Affiliates (in each case, in respect of the Business), nor has the FDA or any non-U.S. counterpart expressed
any concern as to approving or clearing for marketing any product being developed or proposed to be developed by CGI or its Affiliates
(in each case, in respect of the Business). To the Company’s knowledge, there are no Proceedings (in each case, in respect
of the Business) relating to any Health Care Law pending or threatened to which CGI or its Affiliates (in each case, in respect
of the Business)is a party, nor is it aware of any material violations of such acts or regulations by CGI or its Affiliates (in
each case, in respect of the Business).


 


(x)
Neither CGI nor its Affiliates (in each case, in respect of the Business) has failed to file with the applicable Governmental
Entity (including the FDA or any foreign, federal, state or local Governmental Entity performing functions similar to those performed
by the FDA) any required filing, declaration, listing, registration, report or submission, except for any deficiencies that, individually
or in the aggregate, would be immaterial; all such filings, declarations, listings, registrations, reports or submissions were
in material compliance with applicable laws when filed and no material deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions. CGI and its Affiliates
(in each case, in respect of the Business) have operated and currently are, in all material respects, in compliance with all applicable
Health Care Laws. The Company has no knowledge of any studies, tests or trials of CGI or its Affiliates (in each case, in respect
of the Business) the results of which reasonably call into question in any material respect the results of such studies, tests
and trials.


 






    	 	25	 



     


    

 


(xi)
The preclinical studies and tests and clinical trials of CGI and its Affiliates (in each case, in respect of the Business) were,
and, if still pending, are being conducted in all material respects in accordance with the experimental protocols, procedures
and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates
comparable to those being developed by CGI and its Affiliates (in each case, in respect of the Business); the descriptions of
such studies, tests and trials, and the results thereof, contained in the documents filed by CGI with the Commission, if any,
are accurate and complete in all material respects; the Company is not aware of any tests, studies or trials not described in
the documents filed by CGI with the Commission, the results of which reasonably call into question the results of the tests, studies
and trials described in the documents filed by CGI with the Commission; and neither CGI nor its Affiliates (in each case, in respect
of the Business)have received any written notice or correspondence from the FDA or any foreign, state or local Governmental Entity
exercising comparable authority or any institutional review board or comparable authority requiring the termination, suspension,
clinical hold or material modification of any tests, studies or trials.


 


(xii)
Neither CGI nor its Affiliates (in each case, in respect of the Business) employs any person represented by a union or collective
bargaining unit. No labor disturbance by or dispute with employees of CGI or its Affiliates (in each case, in respect of the Business)
exists or, to the knowledge of the Company, is threatened.


 


(xiii)
Each of CGI and its Affiliates (in each case, in respect of the Business): (i) is and at all times has been in material compliance
with all Applicable Laws, statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging,
processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any
product manufactured or distributed by CGI or its Affiliates (in each case, in respect of the Business) (“Applicable
CGI Laws”); (ii) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other
correspondence or notice from the FDA or any other Governmental Entity alleging or asserting noncompliance with any Applicable
Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required
by any such Applicable Laws (“CGI Authorizations”); (iii) possesses all material CGI Authorizations and such
CGI Authorizations are valid and in full force and effect and are not in material violation of any term of any such CGI Authorizations;
(iv) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other
action from any Governmental Entity or third party alleging that any product operation or activity is in violation of any Applicable
CGI Laws or CGI Authorizations and has no knowledge that any such Governmental Entity or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding; (v) has not received notice that any Governmental Entity has
taken, is taking or intends to take action to limit, suspend, modify or revoke any CGI Authorizations and has no knowledge that
any such Governmental Entity is considering such action; (vi) has filed, obtained, maintained or submitted all material reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable
CGI Laws or CGI Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented
by a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused
to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear
healthcare provider” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product
or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends
to initiate any such notice or action.


 




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(xiv)
Health Care Regulatory Compliance.


 


(1)
Each of CGI and its Affiliates (in each case, in respect of the Business) is in material compliance with all applicable Health
Care Laws. Neither CGI nor its Affiliates (in each case, in respect of the Business)has received any written or, to the Company’s
knowledge, oral communication from a Governmental Entity, Government Program, Private Program, or other Person alleging any failure
to comply with applicable Health Care Laws (in each case, in respect of the Business). Neither CGI nor its Affiliates (in each
case, in respect of the Business) has been investigated for violation of any Health Care Laws to which it is bound or to which
any business activity or professional services performed by or for CGI or its Affiliates (in each case, in respect of the Business)
is subject.


 


(2)
Each of CGI and its Affiliates (in each case, in respect of the Business) have, and for the past three years has had, privacy
and security policies, procedures and safeguards that comply with then-applicable requirements of health care privacy laws.


 


(3)
Neither CGI nor its Affiliates (in each case, in respect of the Business) are, nor in the past three years have been, a party
to a corporate integrity agreement with any Governmental Entity or otherwise had any continuing reporting obligations pursuant
to any deferred prosecution, settlement or other integrity agreement with any Governmental Entity.


 


(4)
Neither CGI nor its Affiliates have at any time in the past three years (i) been served with or received any search warrant, subpoena
or civil investigative demand from any Governmental Entity, (ii) made a voluntary disclosure pursuant to the U.S. Department of
Health and Human Services Office of the Inspector General’s provider Self-Disclosure Protocol or the Centers for Medicare
and Medicaid’s Voluntary Self-Referral Disclosure Protocol, (iii) made a self-disclosure to a Medicare Administrative Contractor
or (iv) otherwise made a material disclosure to a Governmental Entity regarding potential repayment obligations arising from actual
or potential violations of Health Care Laws.


 


(5)
Each of CGI and its Affiliates, their personnel and authorized representatives (in each case, in respect of the Business) are
operating, and for past three years have operated, in material compliance with the federal health care program anti-kickback statute
(42 U.S.C. § 1320a-7b, et seq.), the federal physician self-referral law (commonly known as the Stark Law) (42 U.S.C. §
1395nn, et seq., and its implementing regulations, 42 C.F.R. Subpart J), and all other Applicable CGI Laws with respect to direct
and indirect compensation arrangements, ownership interests or other relationships between such Person and any past, present or
potential patient, physician, supplier, contractor or other Person in a position to refer, recommend or arrange for the referral
of patients or other health care business or to whom such Person refers, recommends or arranges for the referral of patients or
other health care business.


 


(6)
There has been no non-coverage decision, material adverse change to any existing coverage determination, nor change in reimbursement
or coverage policies which could have a material adverse effect on, cause, or result in a denial of reimbursement, with respect
to any of the products or services of CGI or its Affiliates (in each case, in respect of the Business) by CMS or its contractors
(including but not limited to Medicare Administrative Contractors (MACs)), whether through a National Coverage Determination (NCD)
or a Local Coverage Determination (LCD), nor a determination by CMS or its contractors (including any MAC) that any of the CGI’s
or its Affiliates’ (in each case, in respect of the Business) products or services (i) are considered non-covered services,
and (ii) no existing coverage determination has been, is pending, nor has been threatened to be revoked or amended.


 




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(7)
Neither CGI nor its Affiliates (in each case, in respect of the Business) has received any nor, to the knowledge of the Company,
are there any pending, written complaints, claims, demands, inquiries, proceedings, or other notices, including any notices of
any investigation or other Legal Proceedings regarding CGI or its Affiliates (in each case, in respect of the Business), initiated
by (i) any Person; (ii) any Private Programs; (iii) any Governmental Entity, including the United States Federal Trade Commission,
a state attorney general, data protection authority or similar state official, or a supervisory authority; or (iv) any self-regulatory
authority or entity, alleging that any activity of CGI or its Affiliates (in each case, in respect of the Business): (A) is in
violation of any applicable information laws, (B) is in violation of any privacy agreements, (C) is in violation of any privacy
policies, (D) is otherwise in violation of any person’s privacy, personal or confidentiality rights, or (E) otherwise constitutes
an unfair, deceptive, or misleading trade practice.


 


(8)
Neither CGI nor its Affiliates (in each case, in respect of the Business) nor, to the knowledge of the Company, any officer, key
employee or agent of CGI nor its Affiliates (in each case, in respect of the Business) has, within the last three years, been
convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment under 21 U.S.C.
Section 335a or any similar state or foreign Applicable CGI Laws or (ii) exclusion under 42 U.S.C. Section 1320a-7 or any similar
state or foreign Applicable CGI Laws.


 


3.2
Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants as of the Initial Closing
Date and as of the Second Closing Date to the Company as follows: 


 


(a)
Organization; Authority; Enforceability. Such Purchaser is an entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter
into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement by such Purchaser and performance by such Purchaser of
the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is
not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Purchaser.
Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser
in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.


 


(b)
No Conflicts. The execution, delivery and performance by such Purchaser of this Agreement and the Investor Rights Agreement
and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser,
except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its
obligations hereunder.


 




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(c)
Investment Intent. Such Purchaser understands that the Securities are “restricted securities” and have not
been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for
its own account and not with a view to, or for distributing or reselling such Securities or any part thereof in violation of the
Securities Act or any applicable state securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary course
of its business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any
Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to
or through any Person; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged
in a business that would require it to be so registered as a broker-dealer.


 


(d)
Purchaser Status. At the time such Purchaser was offered the Preferred Shares, it was, and at the date hereof it is, an
“accredited investor” as defined in Rule 501(a) under the Securities Act.


 


(e)
General Solicitation. Such Purchaser is not purchasing the Preferred Shares as a result of any advertisement, article,
notice or other communication regarding the Preferred Shares published in any newspaper, magazine or similar media or broadcast
over television or radio or presented at any seminar or any other general advertisement.


 


(f)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(g)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents
(including all exhibits and schedules thereto) and the SEC Reports and that it has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and
conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information
about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense to make an informed decision with
respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its
representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness
of the Company’s representations and warranties contained in the Initial Transaction Documents and Second Transaction Documents.


 


(h)
Brokers and Finders; Closing Fee. No Person will have, as a result of the transactions contemplated by this Agreement,
any valid right, interest or claim against or upon the Company or any Purchaser for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.


 


(i)
Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the
Preferred Shares pursuant to the Transaction Documents. Such Purchaser understands that nothing in this Agreement or any other
materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Preferred Shares constitutes
legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of the Preferred Shares.


 




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(j)
Reliance on Exemptions. Such Purchaser understands that the Preferred Shares are being offered and sold to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties,
agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of such Purchaser to acquire the Preferred Shares.


 


(k)
No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(l)
Regulation M. Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply
to certain sales of Common Stock and certain other activities with respect to the Common Stock by the Purchasers.


 


(m)
Residency. Such Purchaser’s offices in which its investment decision with respect to the Preferred Shares was made
are located at the address set forth for notices to be delivered to such Purchaser in Section 6.3.


 


(n)
Capacity. The Purchasers, together with their Affiliates, have sufficient capital to pay the Second Closing Subscription
Amount in United States dollars and in immediately available funds at the Second Closing. No further approval or consent (except
for such approvals or consents as have been obtained) is required for the Purchasers to consummate the transactions contemplated
at the Second Closing.


 


(o)
No Disqualification Events.


 


(i)
Each Purchaser represents that neither it, nor any of its directors, executive officers, other officers participating in the offering
of Preferred Shares, general partners or managing members, nor any of the directors, executive officers or other officers participating
in the offering of Preferred Shares of any such general partner or managing member, nor any other officers or employees of the
Purchaser or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of any Preferred Shares (each, a “Purchaser Covered Person”
and, collectively, “Purchaser Covered Persons”), is subject to any Disqualification Event except for a Disqualification
Event (a) contemplated by Rule 506(d)(2) under the Securities Act and (b) a description of which has been furnished in writing
to the Company prior to the date hereof, or, in the case of a Disqualification Event occurring after the date hereof, prior to
the date of any offering of Preferred Shares.


 


(ii)
Each Purchaser represents that it is not aware of any person that has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of any Preferred Shares. Each Purchaser will notify the Company, prior
to any offering of Preferred Shares, of any agreement entered into between such Purchaser and such person in connection with such
sale.


 




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(iii)
Each Purchaser will notify the Company in writing, prior to any offering of Preferred Shares of (a) any Disqualification Event
relating to any Purchaser Covered Person not previously disclosed to the Company in accordance with this Section 3.2(o)
and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Purchaser Covered Person.


 


The
Company and each of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article
III and the Transaction Documents.


 


Article
IV


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
Legends. Certificates evidencing the Securities shall bear any legend as required by the “blue sky” laws of
any state and a restrictive legend in substantially the following form, until such time as they are not required under Section
4.1(b):


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR
BLUE SKY LAWS AS EVIDENCED BY, IF REQUESTED BY THE COMPANY, A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


(b)
Removal of Legends. Promptly, and in no event later than two (2) Business Days, following a request by Purchaser, the legend
set forth in Section 4.1(a) above shall be removed and the Company shall issue a certificate without such legend or any
other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder (if such Securities are
DTC eligible) by electronic delivery at the applicable account at the Depository Trust Company (“DTC”) designated
by such holder, if (i) such Securities are registered for resale under the Securities Act or (ii) such Securities are sold or
transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company). Certificates for Securities subject to
legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s
prime broker with DTC as directed by such Purchaser. Nothing herein shall limit Purchaser’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing Securities without legends as required
pursuant to the terms hereof; provided, however, that Purchaser shall not be entitled to both (i) require the reissuance of the
Securities submitted for legend removal for which such conversion was not timely honored and (ii) receive the type and number
of Securities that would have been issued if the Company had timely complied with its delivery requirements hereunder. If the
Company fails to deliver to a Purchaser (or its transferee) the applicable certificate or certificates without any legend or issue
to such holder by electronic delivery at the applicable account at the DTC within such two (2) Business Day period, and if after
such date Purchaser is required to or otherwise purchases (in an open market transaction or otherwise), Securities to deliver
in satisfaction of a sale by Purchaser of Securities which Purchaser was entitled to receive without a legend (a “Buy-In”),
then the Company shall (A) pay in cash to Purchaser (in addition to any other remedies available to or elected by Purchaser) the
amount by which (x) Purchaser’s total purchase price (including any brokerage commissions) for the Securities so purchased
exceeds (y) the product of (1) the aggregate number of Securities at issue multiplied by (2) the actual sale price at which the
sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) reissue (if surrendered)
the type and number of Securities equal to the type and number of Securities submitted for legend removal. For example, if Purchaser
purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to which the actual sale price
(including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately
preceding sentence, the Company shall be required to pay Purchaser $1,000. Purchaser shall provide the Company written notice,
within three (3) trading days after the occurrence of a Buy-In, indicating the amounts payable to Purchaser in respect of such
Buy-In together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit
Purchaser’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Securities without legends as required pursuant to the terms hereof; provided, however, that Purchaser shall not
be entitled to both (i) require the reissuance of the Securities submitted for legend removal for which such conversion was not
timely honored and (ii) receive the type and number of Securities that would have been issued if the Company had timely complied
with its delivery requirements hereunder.


 




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4.2
Integration. The Company shall not, and shall use its reasonable best efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval
prior to the closing of such other transaction.


 


4.3
Use of Proceeds. The Company shall use the net proceeds from the sale of the Preferred Shares hereunder to fund the its
acquisition of certain assets of Cancer Genetics, Inc. as contemplated by the Asset Purchase Agreement, to pay related transaction
expenses and to fund the Company’s ongoing operational needs.


 


4.4
Principal Trading Market Listing. The Company shall, prior to the date hereof, prepare and submit to The Nasdaq Capital
Market a listing application for the Conversion Shares.


 


4.5
Form D; Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon the written request of any Purchaser. The Company, on or before the Initial Closing
Date or Second Closing Date, as applicable, shall take such action as the Company shall reasonably determine is necessary in order
to obtain an exemption for or to qualify the Securities for sale to the Purchasers under applicable securities or “Blue
Sky” laws of the states of the United States (or to obtain an exemption from such qualification) and shall provide evidence
of such actions promptly upon the written request of any Purchaser.


 


4.6
Reservation of Securities. The Company shall take all action necessary to at all times have authorized, and reserved for
the purpose of issuance from and after the Initial Closing Date, the number of shares of Common Stock issuable upon conversion
of the Series A Shares and the number of Series A Shares issuable upon conversion of the Series A-1 Shares, in each case, in accordance
with the terms of the Certificate of Designation.


 




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4.7
Efforts to Consummate.


 


(a)
Subject to the terms and conditions herein provided, each of the Purchasers and the Company shall use reasonable best efforts
to take, or cause to be taken, all action and to do, or cause to be done, all things commercially reasonable efforts, proper or
advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including
the satisfaction, but not waiver, of the closing conditions set forth in Article V).


 


(b)
Each of the Purchasers and the Company shall use commercially reasonable efforts to obtain consents of all Governmental Entities
necessary to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”).
Each Purchaser and the Company shall promptly inform the other parties hereto of any communication between such Purchaser or the
Company, as applicable, and any Governmental Entity regarding any of the transactions contemplated by this Agreement.


 


4.8
Board. The Company shall have taken all action necessary such that, effective as of the Initial Closing, the Company Board
will consist of seven (7) members and shall be comprised of (i) two (2) Class I Directors, one of whom shall initially be Steve
Sullivan and one of whom shall initially be Eric Lev, (ii) three (3) Class II Directors, one of whom shall initially be Dr. Felice
Schnoll-Sussman, one of which shall initially be vacant, and one of whom shall initially be vacant but who shall qualify as an
“independent director” under Rule 5605(a)(2) of the of the listing rules of the Nasdaq Stock Market (or any successor
rule) or under any similar rule promulgated by such other exchange on which the Company’s securities are then listed or
designated, and (iii) two (2) Class III Directors, one of whom shall initially be Jack Stover, and one of whom shall initially
be Dr. Joseph Keegan.


 


4.9
Notification of Certain Matters. Notwithstanding anything else herein to the contrary, the Company and the Purchasers shall
give prompt written notice to the other of (a) any notice or other communication from any Person alleging that any consent, waiver
or approval from, or notification requirement to, such Person is or may be required in connection with the transactions contemplated
by the Transaction Documents, (b) all effects, changes, events and occurrences arising subsequent to the date of this Agreement
which could reasonably be expected to result in any breach of a representation or warranty or covenant of the Company in this
Agreement that would, if occurring or continuing on the Initial Closing Date or Second Closing Date, as applicable, cause any
of the conditions set forth in Article V not to be satisfied, (c) any effect, change, event or occurrence that, individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect and (d) any litigation relating to the transactions
contemplated by the Transaction Documents (the “Transaction Litigation”) and any updates to the status thereof.
The Company and its Subsidiaries shall give the Purchaser an opportunity to discuss with the Company and its representatives any
Transaction Litigation (subject to the entry into any joint defense or similar agreement and otherwise subject to the protection
of any attorney-client or other similar doctrine or privilege) and the Company and its representatives shall consider the Purchaser’s
recommendations with respect thereto in good faith. For the avoidance of doubt, no updated information provided in accordance
with this Section 4.9 shall be deemed to cure any breach of any representation, warranty or covenant made in this Agreement
or affect any rights under this Agreement or the other Transaction Documents.


 




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Article
V


CONDITIONS
PRECEDENT TO CLOSINGs


 


5.1
Conditions Precedent to the Obligations of the Purchasers to Purchase Preferred Shares at the Initial Closing. The obligation
of the Purchasers to acquire Preferred Shares at the Initial Closing is subject to the fulfillment to the Purchasers’ satisfaction,
on or prior to the Initial Closing Date, of each of the following conditions, any of which may be waived by the Purchasers:


 


(a)
Representations and Warranties. As of the Initial Closing Date, the representations and warranties of the Company contained
in Article III (other than in Sections 3.1(g), 3.1(h), 3.1(i), 3.1(j), 3.1(k) (but only the
first sentence thereof), 3.1(l), 3.1(w), 3.1(yy), and 3.1(zz)) shall be true and correct in all material
respects as though made on and as of such date, except for such representations and warranties that speak as of a specific date
(which shall be true and correct in all material respects as of such date). As of the Initial Closing Date, the representations
and warranties contained in Sections 3.1(g), 3.1(h), 3.1(w) and 3.1(yy) shall be true and correct
in all respects as though made on and as of such date, except for such representations and warranties that speak as of a specific
date (which shall be so true and correct as of such date). As of the Initial Closing Date, the representations and warranties
contained in Sections 3.1(i), 3.1(j), 3.1(k) (but only the first sentence thereof) and 3.1(l) shall
be true and correct in all respects, except for any de minimis inaccuracies, as though made on and as of such date, except
for such representations and warranties that speak as of a specific date (which shall be so true and correct as of such date).


 


(b)
Covenants. The Company shall have performed and complied in all material respects with all covenants, obligations and conditions
of this Agreement required to be performed and complied with by it at or prior to the Initial Closing.


 


(c)
No Material Adverse Effect. Since March 31, 2019, there has not occurred any event or condition that has had or would reasonably
be expected to have a Material Adverse Effect.


 


(d)
Listing on Nasdaq. The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing
of Conversion Shares, a copy of which shall have been provided to the Purchasers, and Nasdaq shall have approved the listing of
such Conversion Shares.


 


(e)
No Injunction; Government Approvals. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Initial Transaction Documents.


 


(f)
Certificate of Designation. The Certificate of Designation in the form attached hereto as Exhibit A shall have been
filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company
in accordance with its terms and shall not have been amended.


 


(g)
Consummation of Acquisition. The Asset Purchase Agreement shall be in full force and effect, and there shall have been
no material amendment, modification or waiver thereof other than as previously approved in writing by the Purchaser. The closing
under the Asset Purchase Agreement shall have been, or substantially concurrently with the initial funding of the Initial Closing
Subscription Amount shall be, consummated in accordance with the Asset Purchase Agreement, and all conditions to the consummation
of the transactions contemplated by the Asset Purchase Agreement shall have been satisfied or waived (other than those conditions
that, by their terms, cannot be satisfied until the closing under the Asset Purchase Agreement but which are capable of being
satisfied at such closing) without giving effect to any amendment, modification, or waiver of any material terms or conditions
of the Asset Purchase Agreement not previously approved in writing by the Purchaser.


 




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(h)
Deliveries. Each Purchaser shall have received each of the agreements, instruments and other documents set forth in Section
2.2(a).


 


5.2
Conditions Precedent to the Obligations of the Company to sell Preferred Shares at the Initial Closing. The Company’s
obligation to sell and issue the Preferred Shares at the Initial Closing to the Purchasers is subject to the fulfillment to the
satisfaction of the Company on or prior to the Initial Closing Date of the following conditions, any of which may be waived by
the Company:


 


(a)
No Injunction; Governmental Approvals. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Initial Transaction Documents.


 


(b)
Representations and Warranties. The representations and warranties of each Purchaser contained in Article III shall
be true and correct in all material respects as of the Initial Closing Date.


 


(c)
Covenants. Each Purchaser shall have performed and complied in all material respects with all covenants, obligations and
conditions of this Agreement required to be performed and complied with by it at or prior to the Initial Closing.


 


(d)
Deliveries. The Company shall have received each of the agreements, instruments and other documents set forth in Section
2.2(b).


 


5.3
Conditions Precedent to the Obligations of the Purchasers to Purchase Series A Shares at the Second Closing. The
obligation of the Purchasers to acquire Series A Shares at the Second Closing is subject to the fulfillment to the Purchasers’
satisfaction, on or prior to the Second Closing Date, of each of the following conditions, any of which may be waived by the Purchasers:


 


(a)
Nasdaq Approval. The Company shall have obtained the Nasdaq Approval (as defined in the Certificate of Designation).


 


(b)
Representations and Warranties. As of the Second Closing Date, the representations and warranties of the Company contained
in Article III (other than in Sections 3.1(g), 3.1(h), 3.1(i), 3.1(j), 3.1(k) (but only the
first sentence thereof), 3.1(l), 3.1(w), 3.1(yy), 3.1(zz)(iv), and 3.1(zz)(xiv)) shall be true
and correct in all material respects as though made on and as of such date, except for such representations and warranties that
speak as of a specific date (which shall be true and correct in all material respects as of such date). As of the Second Closing
Date, the representations and warranties contained in Sections 3.1(g), 3.1(h), 3.1(w), 3.1(yy), 3.1(zz)(iv),
and 3.1(zz)(xiv) shall be true and correct in all respects as though made on and as of such date, except for such representations
and warranties that speak as of a specific date (which shall be so true and correct as of such date). As of the Second Closing
Date, the representations and warranties contained in Sections 3.1(i), 3.1(j), 3.1(k) (but only the first
sentence thereof) and 3.1(l) shall be true and correct in all respects, except for any de minimis inaccuracies,
as though made on and as of such date, except for such representations and warranties that speak as of a specific date (which
shall be so true and correct as of such date).


 


(c)
Covenants. The Company shall have performed and complied in all material respects with all covenants, obligations and conditions
of this Agreement required to be performed and complied with by it at or prior to the Second Closing.


 




    	 	35	 



     


    





 


(d)
No Material Adverse Effect. Since March 31, 2019, there has not occurred any event or condition that has had or would reasonably
be expected to have a Material Adverse Effect.


 


(e)
Listing on Nasdaq. The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing
of the shares of Common Stock issuable upon conversion of the Series A Shares issued at the Initial Closing and the Second Closing,
including any Series A Shares issuable upon conversion of Series A-1 Shares issued at the Initial Closing, a copy of which shall
have been provided to the Purchasers, and Nasdaq shall have approved the listing of such Conversion Shares.


 


(f)
No Injunction; Government Approvals. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Second Transaction Documents.


 


(g)
Deliveries. Each Purchaser shall have received each of the agreements, instruments and other documents set forth in Section
2.4(a).


 


5.4
Conditions Precedent to the Obligations of the Company to sell Series A Shares at the Second Closing. The Company’s
obligation to sell and issue the Series A Shares at the Second Closing to the Purchasers is subject to the fulfillment to the
satisfaction of the Company on or prior to the Second Closing Date of the following conditions, any of which may be waived by
the Company: 


 


(a)
No Injunction; Governmental Approvals. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Second Transaction Documents.


 


(b)
Representations and Warranties. The representations and warranties of each Purchaser contained in Article III shall
be true and correct in all material respects as of such Second Closing Date.


 


(c)
Covenants. Each Purchaser shall have performed and complied in all material respects with all covenants, obligations and
conditions of this Agreement required to be performed and complied with by it at or prior to the Second Closing.


 


(d)
Deliveries. The Company shall have received each of the agreements, instruments and other documents set forth in Section
2.4(b).


 


Article
VI


MISCELLANEOUS


 


6.1
Fees and Expenses. At the Initial Closing, the Company shall pay the reasonable fees and expenses of the Purchaser incurred
in connection with the Initial Closing, in an amount not to exceed, in the aggregate, $550,000. At the Second Closing, the Company
shall pay the reasonable fees and expenses of the Purchaser incurred in connection with the Second Closing, in an amount not to
exceed, in the aggregate, $50,000.


 


6.2
Entire Agreement. The Initial Transaction Documents and Second Transaction Documents, together with the exhibits and schedules
thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements,
understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules. At or after the Initial Closing and Second Closing, and without
further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably
requested in order to give practical effect to the intention of the parties under the Initial Transaction Documents and Second
Transaction Documents, respectively.


 




    	 	36	 



     


    





 


6.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via email (provided the sender does not receive a machine-generated rejection of transmission) at the email address
specified in this Section 6.3 prior to 5:00 P.M., New York City time, on a Business Day, (b) the next Business Day after
the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section
6.3 on a day that is not a Business Day or later than 5:00 P.M., New York City time, on any Business Day, (c) the Business
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified,
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as follows:


 


	 	If
    to the Company:	Interpace
    Diagnostics Group, Inc.
	 	 	Morris
    Corporate Center 1, Building C
	 	 	300
    Interpace Parkway, Parsippany, NJ 07054
	 	 	Attention:
    Jack E. Stover, President and CEO
	 	 	Email:
    jstover@interpacedx.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 a Purchaser:	Ampersand
    2018 Limited Partnership
	 	 	c/o
    Ampersand Capital Partners
	 	 	55
    William Street, Suite 240
	 	 	Wellesley,
    MA 02481 
	 	 	Attn:
    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 


 


or
such other address as may be designated in writing hereafter, in the same manner, by such Person.


 


6.4
Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented
or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case
of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either
party to exercise any right hereunder in any manner impair the exercise of any such right. Any waiver granted by the Purchaser
shall be deemed to constitute a waiver by all of the Purchasers. No consideration shall be offered or paid to any Purchaser to
amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also
offered to all Purchasers who then hold Securities.


 




    	 	37	 



     


    





 


6.5
Construction; Interpretation. The headings herein are for convenience only, do not constitute a part of this Agreement
and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against
any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction
Documents. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,”
“hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules
and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii)
masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall
also include the plural, and vice versa; (iv) the words “include,” “includes” or “including”
shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given
to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$”
shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive
and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent”
shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix)
if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government
office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on
such day but on the first succeeding Business Day thereafter.


 


6.6
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties
and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the
Company without the prior written consent of each Purchaser. Any Purchaser may assign its rights hereunder in whole or in part
to any Person to whom such Purchaser assigns or transfers such rights in compliance with applicable law, provided such transferee
shall agree in writing to be bound, with respect to any Securities transferred in connection with such assignment, by the terms
and conditions of this Agreement, the Investor Rights Agreement and the Voting Agreements that apply to the “Purchasers”;
provided, further, that, such Purchaser remain liable for its obligations hereunder.


 


6.7
No Third-Party Beneficiaries. Except as set forth in Section 6.13 and Section 6.14, this Agreement is intended
for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of and
shall not confer any rights or remedies on, nor may any provision hereof be enforced by, any other Person.


 


6.8
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the
principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the Delaware Courts. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 




    	 	38	 



     


    





 


6.9
Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained
herein shall survive the Initial Closing and Second Closing and the delivery of the Preferred Shares at each of the Initial Closing
and Second Closing. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the representations and warranties
contained in Section 3.1(zz), have been given by the Company solely in connection with Section 5.1 and Section
5.3 of this Agreement.


 


6.10
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission, or by email delivery of a “.pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile signature page were an original thereof.


 


6.11
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and
the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


 


6.12
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific performance under the Initial Transaction Documents
and Second Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred
by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific
performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that
a remedy at law would be adequate.


 


6.13
Limitation of Liability; No Recourse.


 


(a)
Notwithstanding anything that may be expressed or implied in this Agreement, the liability of each Purchaser hereunder shall be
several, not joint and several, and under no circumstance shall any Purchaser be liable for any amounts hereunder or pursuant
to claims related to any breach or alleged breach of this Agreement in excess of its respective First Subscription Amount or Second
Subscription Amount, as applicable.


 




    	 	39	 



     


    





 


(b)
Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that one or more Purchasers
may be a corporation, partnership, limited liability company or trust, the Company and each Purchaser covenant, agree and acknowledge
that no recourse under this Agreement, any Initial Transaction Document, Second Transaction Document or any other documents or
instruments delivered in connection with this Agreement shall be had against any current or future Affiliate, director, officer,
employee, general or limited partner, stockholder, manager, member, trustee or control persons (as such term is used in the Securities
Act, as amended, and the rules and regulations thereunder) of any Purchaser or any director, officer, employee, general or limited
partner, stockholder, manager, member, trustee or control persons (as such term is used in the Securities Act, as amended, and
the rules and regulations thereunder), Affiliate or assignee thereof (collectively, “Purchaser Related Parties”),
whether by the enforcement of any assessment or by any legal or equitable Proceeding, or by virtue of any statute, regulation
or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be
imposed on or otherwise be incurred by any current or future officer, agent or employee of any Purchaser or any current or future
director, officer, employee, general or limited partner, stockholder, manager, member or trustee of any Purchaser or of any Affiliate
or assignee thereof, as such for any obligation of any Purchaser under this Agreement, any Initial Transaction Document, Second
Transaction Document or any other documents or instruments delivered in connection with this Agreement for any claim based on,
in respect of or by reason of such obligations or their creation.


 


6.14
Indemnification. The Company will indemnify each Purchaser Related Party to the full extent lawful against any and all
claims by any Person (including any stockholders of the Company), losses and expenses as incurred (including all reasonable fees
and disbursements of any such indemnitee’s counsel and other out-of-pocket expenses incurred in connection with the investigation
of and preparation for any such pending or threatened claims and any litigation or other Proceedings arising therefrom) arising
in connection with this Agreement, the Asset Purchase Agreement, any of the other Initial Transaction Documents, Second Transaction
Documents, or any transactions contemplated hereby or thereby, or in connection with any action or failure to take any action
in connection therewith or any such indemnitee being a controlling person of a Purchaser Related Party or any of its subsidiaries;
provided, however, there shall be excluded from such indemnification (x) any such claim, loss or expense to the
extent that it is based upon any action or failure to act by such indemnitee that is found in a final judicial determination to
constitute gross negligence or intentional misconduct on such indemnitee’s part and (y) any such claim, or loss or expense
to the extent that it is based on such claim, brought by the Company against a Purchaser (but not on behalf of the Company by
any of its stockholders) for a breach of this Agreement by such Purchaser. The Company will advance costs and expenses, including
attorney’s fees, incurred by any such indemnitee in defending any such claim in advance of the final disposition of such
claim upon receipt of an undertaking by or on behalf of such indemnitee to repay amounts so advanced if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified by the Company pursuant to this Agreement.


 


6.15
Termination. This Agreement may be terminated and transactions contemplated hereby abandoned at any time prior to the Second
Closing: (i) by mutual written consent of the Company and the Purchaser, (ii) by the Company or the Purchaser if the Asset Purchase
Agreement has been terminated in accordance with its terms, or (iii) by the Purchaser if the Company or any of its Affiliates
institutes, directly or indirectly, any action, litigation or other Proceeding against (x) any Purchaser Related Parties in connection
with the transactions described in this Agreement or the Initial Transaction Documents or the Second Transaction Documents or
(y) any Purchaser in connection with the transactions described in this Agreement, other than in the case of clause (y), an action,
litigation or other Proceeding seeking to enforce this Agreement in accordance with its terms. Nothing in this Section 6.15
shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement
or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its
obligations under this Agreement or the other Transaction Documents, and Sections 6.13 and 6.14 shall survive the
termination of this Agreement.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	40	 



     


    





 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


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


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


[Signature
Page to Securities Purchase Agreement]


 




    	 	 	 



     


    


 


	 	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


 


[Signature
Page to Securities Purchase Agreement]


 




    	 	 	 



     


    





 


Schedule
I


 


	Purchaser	 	Series A Shares	 	 	Series A-1 Shares	 	 	Initial Closing 
Subscription Amount	 
	Ampersand 2018 Limited Partnership	 	60	 	 	80	 	 	$	14,000,000	 



 




    	 	 	 



     


    





 


Schedule
II


 


	Purchaser	 	Series A Shares	 	 	Second Closing Subscription Amount	 
	Ampersand 2018 Limited Partnership	 	130	 	 	$	13,000,000	 



 







    	 	 	 



     


    





 


EXHIBITS


 


	A:
    	Form
    of Certificate of Designation
	B:	Form
    of Investor Rights Agreement
	C:	Wire
    Instructions
	D-1:
    	Accredited
    Investor Questionnaire
	D-2:	Stock
    Certificate Questionnaire
	E:	Form
    of Secretary’s Certificate
	F:	Form
    of Officer’s Certificate
	G:	Form
    of Voting Agreement



 


	Schedule
    A: 	Form
    of Opinion
	Schedule
    B: 	Subsidiaries