OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. EACH
OF JUNIOR LENDER, THE BORROWER, THE OTHER LOAN PARTIES AND SENIOR AGENT
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT
AND THE SENIOR DEBT DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS. EACH OF JUNIOR LENDER, THE BORROWER, THE OTHER
LOAN PARTIES AND SENIOR AGENT WARRANTS AND REPRESENTS THAT EACH HAS HAD THE
OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
21.
NO ORAL AGREEMENTS. THIS AGREEMENT AND THE OTHER LOAN
-24-
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
[The Remainder of this Page Intentionally Left Blank]
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(Signature Page to Subordination and Intercreditor Agreement)
IN WITNESS WHEREOF, the Junior Lender, the Borrower, each Loan Party and the
Senior Agent have caused this Agreement to be executed as of the date first
above written.
SENIOR AGENT:
SWK FUNDING-LLC, as Agent
By
/s/ Winston Black
Name:
Winston Black
Title:
Managing Director
#32619376 v1
JUNIOR LENDER
REDPATH EQUITYHOLDER
REPRESENTATIVE, LLC, as Agent
By:
Commerce Health Ventures L.P, its member
By:
/s/ Brian G. Murphy
Name:
Brian G. Murphy
Title:
General Partner
#32619376 v1
[Signature Page to Subordination and Intercreditor Agreement]
LOAN PARTIES:
PDI, INC.,
a Delaware corporation,
on behalf of itself and its subsidiaries and affiliates,
By:
/s/ Nancy S. Lurker
Name:
Nancy S. Lurker
Title:
Chief Executive Officer
INTERPACE DIAGNOSTICS, LLC,
a Delaware limited liability company
on behalf of itself and its subsidiaries and affiliates,
By:
/s/ Nancy S. Lurker
Name:
Nancy S. Lurker
Title:
Chief Executive Officer
#32619376 v1
EXHIBIT A
to
Subordination and Intercreditor Agreement
JOINDER AGREEMENT
Reference is made to the Subordination and Intercreditor Agreement, dated as of
October 31, 2014 (as amended, supplemented, amended and restated or otherwise
modified and in effect from time to time, the "Intercreditor Agreement") among
PDI, Inc., a Delaware Corporation (the "Borrower"), RedPath Equityholder
Representative, LLC, a Delaware limited liability company (together with its
permitted successors and assigns in such capacity, the "Junior Lender"), and SWK
Funding LLC, a Delaware limited liability company, as the agent, sole lead
arranger and sole bookrunner under the Senior Credit Agreement defined below
(together with its permitted successors and assigns in such capacity, including
in such capacity under any Permitted Refinancing Debt (as hereinafter defined),
the "Senior Agent"). Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned such terms in the Intercreditor
Agreement.
Capitalized terms herein used but not otherwise defined herein shall have the
meaning set forth in the Intercreditor Agreement. This Joinder is being executed
and delivered pursuant to Section 2.8 of the Intercreditor Agreement as a
condition precedent