PROMISSORY
NOTE 


 


	Effective
    Date: October 21, 2019	U.S.
    $1,347,500.00


 


FOR
VALUE RECEIVED, Cancer Genetics, Inc., a Delaware corporation (“Borrower”),
promises to pay to Atlas Sciences, LLC, a Utah limited liability company, or its
successors or assigns (“Lender”), $1,347,500.00 and any interest, fees, charges, and late fees accrued hereunder
on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in accordance with
the terms set forth herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the
Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of
this Note. This Promissory Note (this “Note”) is issued and made effective as of October 21, 2019 (the “Effective
Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated October 21, 2019, as the same may
be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized
terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $87,500.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees,
accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this
Note (the “Transaction Expense Amount”), all of which amount is fully earned and included in the initial principal
balance of this Note. The purchase price for this Note shall be $1,250,000.00 (the “Purchase Price”), computed
as follows: $1,347,500.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall
be payable by Lender by wire transfer of immediately available funds.


 


1.
Payment; Prepayment.


 


1.1.
Payment. All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender
at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection,
if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.


 


1.2.
Prepayment. Borrower may pay all or any portion of the amount owed earlier than it is due without penalty.


 


2.
Security. This Note is unsecured.


 


3.
Redemption. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable
at any time in its sole and absolute discretion, to redeem any amount of this Note up to $300,000.00 (such amount, the “Redemption
Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”).
For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month so long
as the aggregate amount being redeemed in such month does not exceed $300,000.00. Upon receipt of any Redemption Notice, Borrower
shall pay the applicable Redemption Amount in cash to Lender within three (3) business days of Borrower’s receipt of such
Redemption Notice.


 




    	 



    	 



    

 


4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower
fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee
or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain
uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent
or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace
periods, if any, or waivers; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition
for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is
commenced or filed against Borrower; (g) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails
to observe or perform (after giving effect to any grace periods) any covenant, obligation, condition or agreement of Borrower
or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement),
other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (h) any representation, warranty
or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender
herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete
or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction without Lender’s
prior written consent unless 100% of the Outstanding Balance due on this Note is paid in full in connection with such Fundamental
Transaction; (j) any United States money judgment, writ or similar process is entered or filed against Borrower or any subsidiary
of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) calendar days unless otherwise consented to by Lender; (k) Borrower fails to observe or perform any
covenant set forth in Section 4 of the Purchase Agreement; or (l) Borrower, any affiliate of Borrower, or any pledgor, trustor,
or guarantor of this Note breaches any material covenant or other term or condition contained in any Other Agreements (after giving
effect to any grace periods therein or waivers thereof). Notwithstanding the foregoing, the occurrence of any event described
in Section 4.1(a) shall not be considered an Event of Default if such event is cured within five (5) days of the occurrence of
such event and the occurrence of any event described in Sections 4.1(g) – (l) above shall not be considered an Event of
Default hereunder if such event is cured within fifteen (15) days of the occurrence of such event.


 


4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender
may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash
at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the
foregoing, upon the occurrence of any Event of Default described in clauses (b), (c), (d), (e) or (f) of Section 4.1, the Outstanding
Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default
Amount, without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event
of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted
under applicable law (“Default Interest”). In connection with acceleration described herein, Lender need not
provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and
Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this
Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.
Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief.


 




    	 



    	 



    

 


5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset
it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments called for herein
in accordance with the terms of this Note.


 


6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the
party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other
provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.
[Reserved].


 


8.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel.


 


9.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


10.
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


11.
Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


12.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


13.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold,
assigned or transferred by Lender without the consent of Borrower, so long as such transfer is in accordance with applicable federal
and state securities laws.


 


14.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


15.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the
parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors.
Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this
Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages.


 


16.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve
the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full
force and effect.


 


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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	 	BORROWER:
	 	 	 	 
	 	 	Cancer Genetics, Inc.
	 	 	 	 
	 	 	By:	            
	 	 	Name: 	 
	 	 	Title:	 


 


ACKNOWLEDGED,
ACCEPTED AND AGREED:


 


LENDER:


 


	Atlas Sciences, LLC	 	 
	 	 	 	 
	By: 	Iliad Research and Trading, L.P., its Manager	 	 
	 	 	 	 
	By:	 Iliad Management, LLC, its General Partner	 	 
	 	 	 	 
	By:	Fife Trading, Inc., its Manager	 	 
	 	 	 	                   
	By:	 	 	 
	 	John
M. Fife, President	 	 


 


[Signature Page to Promissory Note]


 




    	 



    	 



    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1.
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred
by 15% and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred,
with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default
occurred; provided that the Default Effect may only be applied with respect to one (1) Event of Default.


 


A2.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is
the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (b)
any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and
outstanding voting stock of Borrower.


 


A3.
“Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A4.
“OID” means an original issue discount.


 


A5.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among
or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement
or a material agreement that affects Borrower’s ongoing business operations.


 


A6.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as
the case may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount,
accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees incurred under this Note.


 


A7.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


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