First Amendment to Loan and Security Agreement by and between Comerica Bank, Interpace Biosciences, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc., dated November 1, 2021

Exhibit 10.2

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT

This First Amendment to Loan and Security Agreement and Consent (“Amendment”) is entered into as of November 1, 2021 between Interpace Biosciences, Inc., a Delaware corporation (“Parent”), Interpace Diagnostics Corporation, a Delaware corporation (“Diagnostics Corporation”), Interpace Diagnostics, LLC, a Delaware limited liability company (“Diagnostics”) and Interpace Pharma Solutions, Inc., a Delaware corporation (“Pharma Solutions”, and together with Parent, Diagnostics Corporation, and Diagnostics, the “Borrowers” and each individually a “Borrower”) and Comerica Bank (“Bank”).

RECITALS

Borrowers and Bank are parties to that Loan and Security Agreement dated October 13, 2021, as it may be amended, restated or otherwise modified from time to time (“Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment. In addition, Borrowers have requested Bank’s consent to the incurrence of certain Indebtedness and the prepayment of Subordinated Debt.

NOW, THEREFORE, the parties agree as follows:

1. Consents.

(a) Section 7.4 of the Agreement prohibits (i) the incurrence of certain Indebtedness and (ii) the prepayment of Subordinated Debt, without the Bank’s prior written consent. Sections 7.9 and 8.7 of the Agreement prohibits any payment in respect of any Subordinated Debt, except in compliance with the terms of such Subordinated Debt and the terms of the subordination agreement relating to such Subordinated Debt, without the Bank’s prior written consent. Borrowers have informed Bank that Borrowers desire to (i) incur certain Indebtedness in an aggregate original principal amount equal to Eight Million Dollars ($8,000,000.00) (“BroadOak Transaction”) payable to BroadOak Fund V, L.P. (“Subordinated Creditor”), under that certain Loan and Security Agreement dated as of the date hereof by and among Subordinated Creditor and Borrowers, a copy of which is attached hereto as Exhibit A (“BroadOak Loan Agreement”) and (ii) payoff in its entirety the Subordinated Debt owing to Ampersand 2018 Limited Partnership, a Delaware limited partnership (“Ampersand”) and 1315 Capital II, L.P., a Delaware limited partnership (“1315”) (“Ampersand Payoff” and collectively with the BroadOak Transaction, the “Transactions”). Borrowers have requested that Bank consent to the Transactions.

(b) Bank hereby consents to the Transactions; provided that (i) on or before the consummation of the BroadOak Transaction, the Subordinated Creditor (1) executes and delivers to Bank a subordination and intercreditor agreement, in form and substance acceptable to Bank, and (2) within three (3) days after the consummation of the BroadOak Transaction, Borrower shall have delivered to Bank fully executed copies of the BroadOak Loan Agreement and all schedules and exhibits thereto and all related material documents, and (ii) within three (3) days after the Ampersand Payoff, Ampersand and 1315 deliver to Bank, in form and substance satisfactory to Bank, a UCC-3 termination related to any UCC financing statements filed in connection with any security interest in favor of Ampersand and 1315 and Borrowers (if any), and (iii) no default or Event of Default has occurred (and not been waived in writing by Bank) under any of the Loan Documents prior to the consummation of the Transactions or would result after giving effect thereto.

(c) Except as specifically set forth herein, the consents above shall not be deemed to amend or alter in any respect the terms and conditions of the Agreement or any of the other Loan Documents, or to constitute a waiver or release by Bank of any right, remedy, Collateral, default or Event of Default under the Agreement or any of the other Loan Documents, except to the extent specifically set forth herein. These consents shall not act as a consent to any other transaction, act or omission, whether related or unrelated thereto and shall not extend to or affect any obligation, covenant or agreement not expressly consented hereto. Furthermore, these consents shall not affect in any manner whatsoever any rights or remedies of Bank with respect to any other non-compliance by any Borrower with the Agreement or the other Loan Documents, whether in the nature of a default or Event of Default, and whether now in existence or subsequently arising, and shall not apply to any other transaction.

2. Amendments to Agreement.

(a) Clause (g) of the definition of “Permitted Liens” in Exhibit A to the Agreement is amended and restated in its entirety as follows:

“(g) A Lien in favor of BroadOak Fund V, L.P., that is expressly subordinate in priority to any and all liens, security interests and mortgages in favor of Bank pursuant to the terms of a subordination and intercreditor agreement executed and delivered unto, and acceptable to, Bank; and”

(b) Section 7.5 is hereby amended and restated in its entirety to read as follows:

“7.5 Encumbrances. Create, incur, assume or allow any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant to any other Person (other than Broad Oak, pursuant to the BroadOak Loan Agreement; provided that the BroadOak Loan Agreement does not prohibit Liens in favor of Bank) that such Borrower in the future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of such Borrower’s property.”

(c) Section 7.6 is hereby amended to add the following sentence to the end thereof:

“Nothing in this Section 7.6 shall restrict or otherwise prohibit dividends or distributions from any Subsidiary to a Borrower.”

(d) New Section 8.11 is added to the Agreement to read in its entirety as follows:

“8.11 BroadOak Agreement. If there is a default or other failure to perform by any Borrower under that certain Loan and Security Agreement dated as of October 29, 2021 (as amended, amended and restated, or modified from time to time, the “BroadOak Loan Agreement”) by and among BroadOak Fund V, L.P. (together with its successors and assigns, “BroadOak”) and Borrowers resulting in a right by BroadOak, whether or not exercised, to accelerate the maturity of any Indebtedness.”

(e) The attached Schedule of Exceptions amends and restates the Schedule of Exceptions attached to the Agreement.

3. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

4. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

5. Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

6. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a) this Amendment, duly executed by each Borrower;

(b) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of any Borrower’s accounts; and

(c) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

[Signature Page to First to Loan and Security Agreement and Consent (18083894)]

EXHIBIT A

BROADOAK TRANSACTION

(see attached)

SCHEDULE OF EXCEPTIONS

TO LOAN AND SECURITY AGREEMENT

Permitted Indebtedness (Exhibit A)

Permitted Investments (Exhibit A)

Permitted Liens (Exhibit A)

Security Interests (Section 4.1)

Collateral (Section 5.3)

Deposit or Securities Accounts

Intellectual Property Collateral (Section 5.4)

Patents:

Interpace Diagnostics, LLC:

Interpace Diagnostics Corporation:

Trademarks:

Interpace Diagnostics, LLC:

Interpace Diagnostics Corporation:

Interpace Biosciences, Inc.:

Prior Names (Section 5.5)

Inventory or Equipment Locations (Section 5.5)

Litigation (Section 5.6)

None.

Subsidiaries (Section 5.10)

Restricted Agreements (Section 5.12)