Exhibit
10.58


 


STATE
OF NORTH CAROLINA


 


ASSIGNMENT
OF LEASE


 


COUNTY
OF WAKE


 


THIS
ASSIGNMENT OF LEASE (“Assignment”) is entered into and effective this 15th day
of July, 2019· (“Effective Date”) by and between Cancer Genetics, Inc., a Delaware corporation, successor-in-interest
to Gentris, LLC, a Delaware limited liability company, (hereinafter the “Assignor”) and Interpace BioPharma, Inc.,
a Delaware corporation (hereinafter the “Assignee”), with the consent of Southport Business Park Limited Partnership,
a North Carolina limited partnership (hereinafter the “Landlord”).


 


W
I T N E S S E T H:


 


WHEREAS,
Assignor, successor-in-interest to Gentris, LLC, successor-in-interest to Gentris Corporation, who as tenant, previously entered
into a certain lease agreement dated as of June 12, 2004, as amended by letter agreement dated October 21, 2004, by Second Amendment
to Lease dated June 17, 2005, by Letter Agreement dated September 19, 2005, by Third Amendment to Lease dated May 25, 2006, by
Fourth Amendment to Lease dated December 20, 2007, by Fifth Amendment to Lease dated June 15, 2009, by Sixth Amendment to Lease
dated June 3, 2010, by Seventh Amendment to Lease dated October 26, 2010, by Eighth Amendment to Lease dated July 29, 2011, by
Ninth Amendment to Lease dated November 7, 2012 and by Tenth Amendment to Lease dated July 15, 2014 (collectively, the “Lease”)
with Landlord for certain premises located at 133 Southcenter Court, Suite 400, Morrisville, North Carolina 27650 (“Premises”);
and


 


WHEREAS,
as of the Effective Date, Assignor owes Landlord the amount of $79,323.70 (“Outstanding Balance”) pursuant to the
terms of the Lease.


 


WHEREAS,
Assignor is desirous of assigning all of its rights and responsibilities under the Lease to the Assignee consistent with the terms
and conditions set forth herein; and


 


WHEREAS,
Assignee desires to assume all of Assignor’s obligation under the Lease consistent with the terms and conditions set forth
herein;


 


WHEREAS,
Assignor and Assignee desire to obtain Landlord’s consent in connection therewith; and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged and agreed, the parties
hereto agree as follows:


 


1.
Assignment. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor,
as of the Effective Date, Assignor hereby assigns and transfers unto Assignee all of Assignor’s rights, title and interest
as Tenant in and to the Lease. As a material inducement for Assignee to execute this Assignment, Assignor represents and warrants
to Assignee that Assignor has not previously assigned or encumbered all or any portion of Assignor’s right, title and interest
arising under the Lease and that upon receipt of the Outstanding Balance and the Administrative Fee (as defined in Section 19
below) by Landlord, Assignor will not be in default in the performance of any of Assignor’s obligations under the Lease.


 




    	 



     


    

 


2.
Assumption. Assignee hereby accepts this Assignment and agrees to assume and be bound by and to perform all duties and
obligations as Tenant under the Lease, and shall be liable to Landlord for the performance thereof. Assignee hereby acknowledges
receipt of a fully executed copy of the Lease from Assignor.


 


3.
Consent to Assignment and Waiver of Termination Rights. Landlord hereby: (i) acknowledges and consents, for purposes of
Section 13.01 of the Lease, to the assignment of this Lease by Assignor to Assignee pursuant to the terms of this Assignment,
and waives any applicable termination or other rights under the Lease arising solely in connection with this Assignment, (ii)
asserts that, to the best of Landlord’s knowledge, the Lease is in full force and effect and (iii) acknowledges that, upon
receipt by Landlord of the full Outstanding Balance and the Administrative Fee, there is no default of Assignor under the Lease
which has remained uncured after any applicable period for notice and cure and no circumstance or set of circumstances exists
(including this Assignment) which, with the giving of notice or the passage of time, or both, would constitute a default under
the Lease.


 


4.
No Modification of Use. Assignor and Assignee agree and acknowledge that the Premises shall be used for the use as defined
in the Lease, and for no other purpose whatsoever without the written consent of Landlord.


 


5.
No Default. Neither Assignor nor any guarantor of the Original Lease shall be released from any obligations or duties under
the Lease and shall remain fully liable thereon notwithstanding this Assignment.


 


6.
Entire Agreement. This Assignment contains the entire agreement of Assignor and Assignee with respect to the subject matter
hereof.


 


7.
Notices. All notices to Assignee as Tenant under the Lease shall be delivered to:


 


Interpace
BioPharma, Inc.


c/o
Morris Corporate Center 1, Building C


300
Interpace Parkway


Parsippany,
New Jersey 07054


Attention:
Jack E. Stover, President & CEO


Telephone:
412-224-6100


 


Email:
jstover@interpacedx.com


 


All
notices to the Assignor shall be delivered to:


 


Cancer
Genetics, Inc.


201
Route 17 North, 2nd Floor


Rutherford,
New Jersey 07070


Attention:
Jay Roberts, President & CEO


Telephone:
201-528-9200


Facsimile:
201-528-920


 


Email:
Jay.Roberts@CGI.com


 




    	 



     


    

 


8.
Security Deposit. As part of the assignment, Assignor will assign its current security deposit balance with Landlord in
the amount of $22,726.73 to Assignee and upon the effectiveness of this agreement any future refund of the deposit,
if any, shall be made exclusively to Assignee. In addition, simultaneously upon the execution of this Assignment, Assignee shall
deposit the additional sum of $11,190.77 as additional security deposit with Landlord so that as of the Effective
Date, the security deposit on hand shall be $33,917.50.


 


9.
No Other Amendment. Except as set forth herein, the Lease shall remain in full force and effect, and shall be binding and
enforceable against Assignor and Assignee and Landlord. Except as otherwise set forth herein, capitalized terms shall have the
meanings attributed to them in the Lease.


 


10.
Guaranty of Lease. Simultaneously upon the execution of this Assignment, Assignee shall cause Interpace Diagnostics Group,
Inc., a Delaware corporation, to sign a guaranty of lease in the same form as that guaranty of lease attached hereto as Exhibit
A.


 


11.
Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.


 


12.
Binding Effect. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


13.
Governing Law. This Assignment shall be construed and interpreted under, and governed and enforced according to, the laws
of the State of North Carolina. The parties hereto hereby submit to the jurisdiction of the courts of the State of North Carolina
in the event of any action or dispute arising hereunder.


 


14.
Headings and Construction. The headings set forth in this Assignment are inserted only for convenience and are not in any
way to be construed as part of this Assignment or a limitation on the scope of the particular section to which it refers.


 


15.
Authority. Landlord, Assignor, Assignee and Guarantor warrant and represent that the individual executing this Assignment
on behalf of such entity is authorized to execute and deliver this Assignment and to make it a binding obligation of Landlord,
Assignor, Assignee and Guarantor. This Assignment shall be binding upon the respective parties hereto, and upon their heirs, executors,
successors and assigns.


 




    	 



     


    

 


16.
No Options or Inducements: Condition of Premises. Assignee acknowledges and agrees that, as of the Effective Date and notwithstanding
anything to the contrary set forth in the Lease or this Assignment, Assignee shall have no extension, renewal, termination or
other options whatsoever with regard to the Premises or under the Lease. Assignee further acknowledges and agrees that Assignee
is not and shall not be entitled to any allowances, concessions, upfit work or other inducements of any kind in connection with
the Premises or under the Lease. In the latter regard, Assignee acknowledges and agrees that from and after the Effective Date,
Landlord is leasing the Premises to Assignee “as is,” without any representations or warranties of any kind (including,
without limitation, any express or implied warranties of merchantability, fitness or habitability) and without any obligation
on the part of Landlord to alter, remodel, improve or decorate the Premises or any part thereof.


 


17.
Acknowledgment of Non-Existence of Claims and Waiver. Assignor and Assignee acknowledges that as of the Effective Date,
there are no claims by Assignor or Assignee against Landlord arising under the Lease. Assignor and Assignee release and discharge
Landlord, and its successors and assigns, from any demands for injuries or damages of any kind or nature arising out of or related
to the Lease or the Premises that occurred on or prior to the Effective Date.


 


18.
Brokerage. Assignor and Assignee represent to Landlord that neither Assignor nor Assignee have entered into any agreements
with any brokers in connection with this Assignment. Assignor and Assignee indemnify, hold harmless and agree to defend Landlord,
its members, principals, partners, officers, directors, employees and agents and the respective principals, officers and directors
of any such agents from and against any and all claims of any brokers claiming to have represented Assignor or Assignee in connection
with this Assignment.


 


19,
Administrative Fee. On or prior to the Effective Date, Assignor shall pay the sum of $1,500.00 to Landlord to compensate
Landlord for legal fees, cost of administration, and other expenses incurred in connection with the negotiation and processing
of this Assignment (“Administrative Fee”). To the extent Assignor fails to compensate Landlord for such Administrative
Fee, Assignee shall be responsible for such fee within five (5) days of an invoice from Landlord.


 


20.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties
had signed the same document. All counterparts shall be construed together and constitute the same instrument. Such counterparts
may be transmitted electronically and any such electronically transmitted counterparts shall be deemed to be an original executed
counterpart.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.


 


	 	 	 	ASSIGNOR:
	 	 	 	 
	 	 	 	CANCER
    GENETICS, Inc.,
	 	 	 	a
    Delaware corporation
	 	 	 	 	 
	 	 	 	/s/
    John A. Roberts
	 	 	 	By:	John
    A. Roberts
	 	 	 	Its:	President
    & CEO
	 	 	 	 	 
	 	 	 	ASSIGNEE:
	 	 	 	 
	 	 	 	INTERPACE
    BIOPHARMA, INC.,
	 	 	 	a
    Delaware corporation
	 	 	 	 	 
	 	 	 	/s/
    Jack E. Stover
	 	 	 	By:	Jack
    Stover 
	 	 	 	Its:	President
    & Chief Executive Officer
	 	 	 	 	 
	Acknowledged
    and Agreed to by: 	 	 	 
	 	 	 	 	 
	GENTRIS,
    LLC, 	 	 	 
	a
    Delaware limited liability company	 	 	 
	 	 	 	 	 
	/s/
    John A. Roberts	 	 	 
	By:	John
A. Roberts	 	 	 
	Its:	President & CEO	 	 	 




 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


[Signature
Page to Assignment of NC Lease]


 




    	 



     


    

 


ACKNOWLEDGEMENT
AND CONSENT OF GUARANTOR


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the guarantor of the Lease hereby
acknowledges and consents to the terms of this Assignment and reaffirms its obligations under that certain Unconditional Guaranty
of Lease effective July 15, 2014 in favor of Landlord.


 


	 	GUARANTOR:
	 	 
	 	CANCER
    GENETICS, Inc.,
	 	a
    Delaware corporation
	 	 
	 	/s/
    John A. Roberts
	 	By:
    	John
    A. Roberts
	 	Its:
    	President
    & CEO




 




    	 



     


    

 


ACKNOWLEDGEMENT
AND CONSENT OF LANDLORD:


 


Landlord
has acknowledges and consents to the above referenced Assignment as of the Effective Date.


 


	 	LANDLORD:
	 	 
	 	Southport
    Business Park Limited Partnership,
	 	a
    North Carolina limited partnership
	 	 
	 	By: Southport Business Park Investors Corporation, general
    partner
	 	 
	 	/s/
    Richard G. Sullivan
	 	Richard G. Sullivan, Vice President


 




    	 



     


    

 


EXHIBIT
A


 


Guaranty
of Lease


 


[Intentionally omitted.]