附錄99.1

證券購買協議

本證券購買協議（本“協議”） 日期為2024年9月25日，双方為有限責任公司MDxHealth SA（naamloze vennootschap/société anonyme） 根據比利時法律成立（本“權益代理”），與特納遺傳信息公司，特納公司(Genomic Health, Inc.)為特拉華州德拉瓦州公司（本“購買人”).

鑒於公司董事會於2024年9月24日在公證人面前召開的會議中批准了公司授權資本內股份增加，並由公司通過公開發行向美國零售和機構投資者提供新普通股的安排。供股該發行於2024年9月25日啟動。2024年9月25日，公司通過該發行籌集了4000萬美元的總收益，通過以每股2.00美元的發行價格發行2,000萬股新普通股。股份在發行方案中，購買方與承銷商簽署了一份認購訂單，並被分配預訂閉市當日按每股訂購價購買金額的150萬股新普通股（這150萬股新普通股為「訂單」）。

現在，因此，在本協議中包含的相互契約的考慮下，以及對其他良好而有價值的考慮表示承認其收據和充分性，公司和買方同意如下：

第一章

定義

1.1 定義此協議中除已在其他地方定義的術語外，對於此協議的所有目的，以下術語的含義如本第1.1條所列：

“「附屬公司」應當按照本協議簽署當日生效的《交易所法規》120億2條所賦予的含義進行解釋。「人」指直接或間接透過一個或多個中間人控制或受控於某人，或與某人共同控制，如此術語在和根據證券法第405條下解釋時使用。

“業務日” 表示任何一天，除了任何星期六，任何星期日，比利時和/或美國為法定假日的任何一天，以及根據法律或其他政府行動被授權或要求休息的布魯塞爾（比利時）或紐約州的銀行機構

“結束日期” 意味著和第一個截止日期相同。 日期

“」提交給美國證券交易委員會（「「」代表美國證券交易委員會。

“證券交易所法案「」表示1934年修訂版《證券交易法》，以及下屬的規則和法規。

“首期截止日期“”在承銷協議中被賦予了該術語的意義。

“重大不利影響「」指的是任何對公司業務、資產、一般事務、管理、財務狀況、前景、股東權益或營運結果構成或涉及致公司存在或可能導致公司存在任何實質不利變化或影響的事件，除非見於或考慮在發價說明書中；或公司根據本協議或包銷協議履行其義務的能力，包括發行和銷售股份，或完成發價說明書和招股書所考慮的交易。

“普通股“” 代表公司的普通股，每股無面值。

“每股購買價格等於 $2.00。

“Person「」表示個人或公司、夥伴關係、信託、已註冊或未註冊的協會、合資企業、有限責任公司、股份有限公司、政府（或其機構或分支機構）或任何其他實體。

“招股書“在包銷協議書中賦予該術語的涵義。”

“定價說明書“”在承銷協議中被賦予了該術語的意義。

“申報書” 在包銷協議中的含義如所定義。

“證券法「1933年證券法」是指已修訂之證券法及其所制定的規則和條例。

“證券法「”」指的是經修正的1933年證券法案。

“所有基金类型“訂閱金額”指的是，對購買方而言，在本協議的簽名頁面上指定的所購買股份的總金額，並位於“訂閱金額”標題旁邊，以美元計算，並以即時可用資金支付。

“交易日「交易日」指(i)主要交易市場開放交易之日或(ii)如果普通股未在任何交易市場上市，則在場外交易市場被OTC Markets Group Inc.（或擔任其報價功能的任何相似組織或機構）所報價的日子，而在普通股未如本條款(i)或(ii)所述上市或報價的情況下，交易日將被視為業務日。

“交易市場「”」代表著 納斯達克資本市場。

“股票轉倉代理” 代表Computershare Trust Company, N.A.，公司普通股的轉讓代理。

“保險公司” 意味著 TD Securities (美國) 有限責任公司和William Blair & Company, L.L.C. 中的每個

“承銷協議「」表示與公司和承銷商之間的某特定承銷協議，與本協議同時締結。

第二章

購買和銷售

2.1 結束.

(a) 在符合或豁免第2.1、2.2和2.3條款所載條件的情況下，在收購和出售股份的交易結束之後（即“結束”）將於結束日期舉行。

(b) 購買人應當支付訂閱金額，如訂戶簽署頁中所列，以即時可用資金付款，匯入由公司指定的封鎖賬戶。封鎖賬戶”。此付款應由購買人儘快以「即日」或「即時」方式進行“SWIFT”電匯，最遲不得遲於紐約市時間下午4:00，即結束日期前一個業務日。收到封鎖賬戶中的訂購金額後，將在結束日期根據比利時公司及協會法典確認公司股本增加的有效實現，並發行股份，並在結束日期根據購買人在訂購行簽署頁中列明的股份數量，在公證文件中確認並記錄。 為了進行公司發行的股份數量，並由購買人訂閱在訂戶簽署頁中列明的股份數量，最晚在結束日期前一個業務日，購買人將向公司交付一份完整填妥並已簽署的訂購表格，表格內容大致如附件所示， 附表A （此已填妥並已執行的訂購表格，稱為“訂閱表格”).

(c) On the Closing Date, subject to the issuance of the Shares and the payment of the Subscription Amount thereof, and subject to the deliverables in Section 2.2(b), the Company will deliver the duly executed irrevocable transfer instructions referred to in Section 2.2(a)(ii) to the Transfer Agent. instructions). In the event that the conditions set forth in Section 2.1, 2.2 and 2.3 are not met or waived or this Agreement is terminated pursuant to Section 4.1, the Company shall refund all proceeds wired to the Blocked Account as soon as reasonably possible.

2.2 Deliveries.

(a) The Company shall deliver or cause to be delivered to the Purchaser the following:

(i) no later than one Business Day prior to the Closing Date, the Company’s wire instructions to the Blocked Account for payment of the Subscription Amount;

(ii) on or prior to the Closing Date, a copy of the irrevocable transfer instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser; and

(iii) on or prior to the Closing Date, the Prospectus and Pricing Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).

(b) The Purchaser shall deliver or cause to be delivered to the Company the following:

(i) no later than one Business Day prior to the Closing Date, the Purchaser’s DWAC delivery instructions;

(ii) no later than 4:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date, the Subscription Amount as set forth on the Purchaser’s signature page hereto, in United States dollars and in immediately available funds, by urgent / “same-day” “SWIFT” wire transfer to the Blocked Account; and

(iii) no later than one Business Day prior to the Closing Date, the fully completed and duly executed Subscription Form.

(c) Notwithstanding, Section 2.2(a)(ii) and Section 2.2(b)(i) above, the Purchaser may elect to have the Shares issued and delivered directly in registered form in the name of the Purchaser by delivering to the Company no later than one Business Day prior to the Closing Date (i) written notice of such request and (ii) such other information and documentation as requested by the Transfer Agent to process the issuance of the Shares to Purchaser. As promptly as practicable following the Closing Date, the Company shall deliver to the Purchaser a book-entry statement from the Transfer Agent evidencing the Shares, which shall be free of any restrictive legends.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;

(ii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement; and

(iii) the closing of the transactions contemplated by the Underwriting Agreement, as contemplated by Section 3 thereunder.

(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(ii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iii) the closing of the transactions contemplated by the Underwriting Agreement, as contemplated by Section 3 thereunder;

(iv) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby;

(v) except for the consents, approvals, resolutions, registrations and waivers necessary for the issuance of the Shares to the Purchaser, the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the other transactions contemplated by this Agreement, all of which shall be in full force and effect;

(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(vii) no stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Ordinary Shares.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties the Purchaser:

(a) Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in Good Standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions of its articles of association or other organizational or charter documents. The Company is duly qualified to conduct business and is in Good Standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in Good Standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect. For the purposes of this paragraph, “Good Standing” means that the Company has filed all documents required under applicable law in its jurisdiction of incorporation.

(b) Agreement. This Agreement has been duly authorized and executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to or affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Issuance of the Shares; Registration. The Shares are duly authorized and, when issued, delivered and paid for in accordance with this Agreement, will have been duly and validly issued, fully paid and nonassessable (meaning that a holder of the Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Shares upon voting or transfer or any other claim of any third party), free and clear of all liens imposed by the Company. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form F-3. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.

3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. The Purchaser is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. The Purchaser is acquiring the Shares as principal for its own account. The Purchaser represents that it is making this investment based on the results of its own due diligence investigation of the Company, and has not relied on any information or advice furnished by or on behalf of the Underwriters in connection with the transactions contemplated hereby. The Purchaser acknowledges that the Underwriters has not made, and will not make, any representations and warranties with respect to the Company or the transactions contemplated hereby, and the Purchaser will not rely on any statements made by or on behalf of the Underwriters, orally or in writing, to the contrary.

The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement.

ARTICLE IV.

MISCELLANEOUS

4.1 Termination. This Agreement may be terminated by the Purchaser by written notice to the Company, if the Closing has not been consummated on or before October 2, 2024; provided, however, that the delay in Closing is not due to the Purchaser’s failure to satisfy its closing conditions and no such termination will affect the right of either party to sue for any breach by the other party.

4.2 Fees and Expenses. Except as expressly set forth herein, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser.

4.3 Entire Agreement. This Agreement and the Underwriting Agreement, together with the Prospectus and the Pricing Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

4.4 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 facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 4:00 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 4:00 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications are on file with the Company.

4.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Purchaser, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.

4.6 Headings. 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.

4.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Purchaser may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may not assign this Agreement without the prior written consent of the Purchaser.

4.8 No Third-Party Beneficiaries. 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, nor may any provision hereof be enforced by, any other Person.

4.9 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 New York, without regard to the principles of conflicts of law thereof.

4.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.

4.11 Execution. This Agreement may be executed in counterparts, all of which are considered one and the same agreement and will become effective when counterparts have been signed by each party and delivered to the other parties. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

4.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

4.13 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance hereunder. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained herein and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

4.14 Exculpation of the Underwriters. Each party hereto agrees for the express benefit of the Underwriters and their representatives that:

(a) Each Underwriter and its affiliates and representatives (i) has no duties or obligations other than those specifically set forth herein or in the Underwriting Agreement; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iii) makes no representation or warranty, and has no responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or in connection with any of the transactions contemplated hereby; and (iv) shall not be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement, (B) for anything which any of them may do or refrain from doing in connection with this Agreement, except in each case for such person’s own gross negligence, willful misconduct or bad faith or (C) for any action heretofore or hereafter taken or omitted to be taken by the Purchaser in connection with the Purchaser’s purchase of the Shares.

(b) Each Underwriter and its affiliates and representatives shall be entitled to (i) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (ii) be indemnified by the Company pursuant to the indemnification provisions set forth in the Underwriting Agreement.  For the avoidance of doubt, the Underwriters are not acting as placement agents pursuant to this Agreement. 

4.15 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

4.16 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its respective authorized signatory(ies) as of the date first indicated above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its respective authorized signatory(ies) as of the date first indicated above.

[Signature Page to Securities Purchase Agreement]