Exhibit 10.34


 


AMENDMENT
NO. 8 TO LEASE


 


THIS
AMENDMENT NO. 8 TO LEASE (this “Amendment”) is made and entered into as of the 31 day of December,
2019 by and between Landlord and Tenant named below:


 


	 	LANDLORD:	WE
    2 Church Street South LLC 
	 	 	c/o
    Winstanley Enterprises LLC
	 	 	150
    Baker Avenue Extension, Suite 303
	 	 	Concord,
    Massachusetts 01742
	 	 	 
	 	TENANT:	Interpace
    Diagnostics Lab Inc.
	 	 	2
    Church Street South
	 	 	New
    Haven, Connecticut 06519
	 	 	 
	 	BUILDING:	2
    Church Street South
	 	 	New
    Haven, CT 06519


 


WHEREAS,
Landlord and Tenant’s predecessor in interest, JS Genetics, LLC (“Original Tenant”), executed a lease
dated as of June 28, 2006 (as previously amended, and as further amended herein, the “Lease”), by which Tenant
leased approximately 429 rentable square feet of the Building known as Suite B-05B; and


 


WHEREAS,
the Lease was subsequently amended by Amendment No. 1 to Lease dated as of September 18, 2007, by which the term of the Lease
was extended and Tenant leased an additional 938 rentable square feet of space known as Suite B-5, making the aggregate rentable
square footage of the Premises 1,367 rentable square feet (as modified below, the “Premises”);
and


 


WHEREAS,
the Lease was subsequently amended by Amendment No. 2 to Lease dated as of August 29, 2008, by which the Basic Rent was increased
and the term of the Lease was extended; and


 


WHEREAS,
the Lease was subsequently amended by Amendment No. 3 to Lease dated as of April 8, 2009, by which the term of the Lease was
extended; and


 


WHEREAS,
the Lease was subsequently amended by Amendment No. 4 to Lease dated as of September 16, 2010, by which the term of the Lease
was extended and a Termination Clause was added to the Lease; and


 


WHEREAS,
the Lease was subsequently amended by Amendment No. 5 to Lease dated as of September 15, 2011, by which the term of the Lease
was extended; and


 


WHEREAS,
the Lease was subsequently amended by Amendment No. 6 to Lease dated as of March 5, 2014, by which the Basic Rent was increased
and the term of the Lease was extended; and


 




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WHEREAS,
the Lease was subsequently amended by Amendment No. 7 to Lease dated as of August 29, 2014, by which the term of the Lease
was extended; and


 


WHEREAS,
Landlord and JS Genetics, Inc. entered into a Letter Agreement dated December 16, 2014 wherein the parties ratified and confirmed
the Lease notwithstanding that Amendments 3 through 7, inclusive, were executed by Original Tenant following the merger of Original
Tenant into Tenant; and


 


WHEREAS,
on March 16, 2015, Tenant changed its name from JS Genetics, Inc. to Interpace Diagnostics Lab Inc.; and


 


WHEREAS,
the stated expiration date of the Lease was December 31, 2015, but Tenant has continued to occupy the Premises and pay rent
under and pursuant to the terms of the Lease.


 


WHEREAS,
Landlord and Tenant have agreed to further extend the term of the Lease and otherwise modify the Lease on the terms and conditions
set forth below.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and
Tenant hereby agree as follows:


 


1.
Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.


 


2.
Landlord and Tenant hereby ratify and confirm all the conditions of the Lease and amend the Lease as set forth in this Amendment.


 


3.
As of January 1, 2016, the Premises has been remeasured and the parties agree that while there was no change to the footprint
of the Premises, the rentable square feet of the Premises is hereby revised to be 1,520 (comprised of approximately 463 rentable
square feet in Unit B-05B, and approximately 1,057 rentable square feet in Unit B-5). All references to the term “Premises”
in the Lease are deemed to mean approximately 1,520 rentable square feet of space in the aggregate.


 


4.
Landlord and Tenant acknowledge that Tenant has remained in possession of the Premises since December 31, 2015, continued to pay
Basic Rent for the period January 1, 2016 through December 31, 2019 in the monthly amount of $3,034.93, and that all the terms
and conditions of the Lease shall apply to this period of occupancy.


 


5.
The Term of the Lease is hereby extended on the same terms and conditions set forth therein, as modified herein, until December
31, 2020.


 


6.
The Basic Rent for the period from January 1, 2020 through December 31, 2020 shall be $38,000.00 per year, payable in equal monthly
installments of $3,166.67 per month. Basic Rent shall be payable at the time and in the manner set forth in the Lease.


 




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7.
Tenant takes the Premises for the extended term “as is”.




 


 8. Section 12.3 of the Lease (Termination of Lease) is hereby deleted.




 


9.
Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree
to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages,
or claim arising from any lack of such authority.


 


10.
As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.


 


11.
Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in
connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors,
shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like
agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or
delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees
and disbursements.


 


12.
This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements,
written or oral, between the parties. No modification or amendment of this Amendment shall be effective unless the same shall
be in writing and signed by the parties hereto. The provisions of this Amendment shall inure to the benefit of, and be binding
upon, the parties hereto and their respective legal representatives, successors and assigns.


 


13.
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such
counterparts shall constitute one agreement. This Amendment shall become effective when duly executed and delivered by all parties
hereto.


 


[Remainder
of Page Intentionally Blank; Signature Page Follows]


 




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 IN
WITNESS WHEREOF, the Landlord and Tenant have signed
this Amendment No. 8 to Lease as of the day and year first above written. 


   


	   	   	 LANDLORD: 
	   	   	   
	   	   	 WE
    2 CHURCH STREET SOUTH LLC 
	   	   	   	   
	   	   	 By: 	 WE
    Church Manager LLC 
	   	   	   	 Its
    Manager 
	   	   	   	   
	 /s/
    Deborah A. Sweeney 	   	 By: 	 Winstanley
    Enterprises LLC 
	 Witness
    Deborah A. Sweeney 	   	   	 Its
    Manager 
	   	   	   	   
	 /s/
    Pamela M. D’Ambrosio 	   	 By: 	 /s/
    Carter J. Winstanley 
	 Witness
    Pamela M. D’Ambrosio 	   	   	 Carter
    J. Winstanley 
	   	   	   	 A
    Manager 
	   	   	   	   
	   	   	 TENANT: 
	   	   	   
	   	   	 INTERPACE
    DIAGNOSTICS LAB INC. 
	   	   	   	   
	 /s/
    A. Mireskandari 	   	 By 	 /s/
    Jack E. Stover 
	 Witness
    A. Mireskandari SVP, BD 	   	   	   
	   	   	 Name: 	 Jack
    E. Stover 
	   	   	   	   
	   	   	 Title: 	 President
    & CEO 


   


 [Signature
Page to Amendment No. 8 to Lease by and between WE 2 Church Street South LLC and 

Interpace Diagnostics Lab Inc.] 




 



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