SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement ") is dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement")

is dated as of September 25, 2024, between MDxHealth SA, a limited liability company (naamloze vennootschap/soci t anonyme)

organized under the laws of Belgium (the "Company"), and Genomic Health, Inc., a Delaware corporation (the "Purchaser").

WHEREAS, reference is made to the capital increase

within the framework of the authorized capital with issuance of new Ordinary Shares by the Company that was approved by the meeting of

the board of directors of the Company held on September 24, 2024 in front of a notary public. The new Ordinary Shares were offered by

means of a public offering to retail and institutional investors in the United States (the "Offering"). The Offering

was launched on September 25, 2024. On September 25, 2024, the Company raised through the Offering an amount of $40,000,000 in gross proceeds

through the issuance of 20,000,000 new Ordinary Shares to be issued at an issue price of $2.00 per new Ordinary Share. In the context

of the Offering, the Purchaser placed a subscription order with the Underwriters and was allocated with 1,500,000 new Ordinary Shares

to be subscribed for by the Purchaser on the Closing Date at the Per Share Purchase Price for the Subscription Amount (such 1,500,000

new Ordinary shares, the "Shares"). For the sake of completeness, the final allocation of new Ordinary Shares to be issued

in the context of the Offering was made by the Company's board of directors (upon the joint allocation proposal of the Underwriters)

on the basis of customary objective and pre-identified criteria. The Purchaser did not benefit from any guaranteed allocation or other

similar undertaking from the Company or the Underwriters.

NOW, THEREFORE, IN CONSIDERATION of the mutual

covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,

the Company and the Purchaser agree as follows:

1.1 Definitions. In addition to the terms

defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section

"Affiliate" means any Person

that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person

as such terms are used in and construed under Rule 405 under the Securities Act.

"Business Day" means any day

except any Saturday, any Sunday, any day which is a legal holiday in Belgium and/or the United States or any day on which banking institutions

in Brussels (Belgium) or the State of New York are authorized or required by law or other governmental action to remain closed.

"Closing Date" means the same

date as the First Closing Date.

"Commission" means the United

States Securities and Exchange Commission.

"Exchange Act" means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"First Closing Date" has the

meaning given to such term in the Underwriting Agreement.

"Material Adverse Effect" means

any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i)

the business, properties, general affairs, management, financial position, prospects, stockholders' equity or results of operations

of the Company, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company to perform its obligations

under this Agreement or the Underwriting Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated

in the Pricing Prospectus and the Prospectus.

"Ordinary Shares" mean the

ordinary shares of the Company, with no nominal value per share.

"Per Share Purchase Price"

"Person" means an individual

or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock

company, government (or an agency or subdivision thereof) or other entity of any kind.

"Prospectus" has the meaning

given to such term in the Underwriting Agreement.

"Pricing Prospectus" has the

meaning given to such term in the Underwriting Agreement.

"Registration Statement" has

the meaning given to such term in the Underwriting Agreement.

"Securities Act" means the

Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Securities Act" means the

Securities Act of 1933, as amended.

"Subscription Amount" means,

as to the Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified on the signature page of this Agreement

and next to the heading "Subscription Amount," in United States dollars and in immediately available funds.

"Trading Day" means (i) a day

on which the principal Trading Market is open for trading or (ii) if the Ordinary Shares are not quoted on any Trading Market, a day on

which the Ordinary Shares are quoted in the over-the-counter market as reported in the "pink sheets" by OTC Markets Group

Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Ordinary

Shares are not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.

"Trading Market" means the

Nasdaq Capital Market.

"Transfer Agent" means Computershare

Trust Company, N.A., the Company's transfer agent for the Ordinary Shares.

"Underwriter" means each of

TD Securities (USA) LLC and William Blair & Company, L.L.C.

"Underwriting Agreement" means

that certain underwriting agreement by and between the Company and the Underwriters, being executed concurrently herewith.

(a) Upon the satisfaction or waiver of the conditions

set forth in Sections 2.1, 2.2, and 2.3, the closing of the purchase and sale of the Shares (the "Closing") shall take

place on the Closing Date.

(b) The Purchaser shall pay the Subscription Amount,

as set forth on the Purchaser's signature page hereto, in immediately available funds to a blocked account designated by the Company

(the "Blocked Account"). Such payment shall be initiated by the Purchaser by urgent / "same-day" "SWIFT"

wire not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the Closing Date. Subject to reception of

the Subscription Amount on the Blocked Account, the effective realization of the Company's capital increase and the issuance of

the Shares will be acknowledged and recorded in a notarial deed in accordance with the Belgian Companies and Associations Code on the

Closing Date, and the Purchaser shall subscribe on the Closing Date for the number of Shares set forth on the Purchaser's signature

page hereto. In order to proceed with the issuance by the Company of, and subscription by the Purchaser for, the numbers of Shares set

forth on the Purchaser's signature page hereto, no later than one Business Day prior to the Closing Date, the Purchaser will deliver

to the Company a fully completed and duly executed subscription form, substantially in the form attached hereto as Schedule A (such

completed and executed subscription form, the "Subscription Form").

(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.

(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