Inter-Creditor Agreement



 Exhibit 10.37 
 INTER-CREDITOR AGREEMENT 
 CANCER GENETICS, INC. 

This inter-creditor agreement (this “Agreement”) is made as of this 13th day of February, 2012 between Cancer Genetics, Inc., a
Delaware corporation (the “Borrower”), John Pappajohn (“Pappajohn”), DAM Holdings, LLC, a Wisconsin limited liability company (“DAM”), Pecora and Company (“Pecora”), NNJCA Capital, LLC (“NNJCA”) and
Equity Dynamics, Inc., as agent (“EDI”). 
 RECITALS 

WHEREAS, the Borrower and Wells Fargo Bank, N.A. (the “Bank”) are parties to that certain credit agreement, dated
April 29, 2008 (such agreement, together with the ancillary documents thereto governing the extension of credit from the Bank to the Borrower, including the revolving note and the documents governing Pappajohn’s guarantee of the repayment
of the indebtedness issued thereunder, all as amended or supplemented from time to time, are collectively referred to herein as the “Bank Credit Agreements”), establishing a Six Million Dollar ($6,000,000) revolving credit facility;

 WHEREAS, to secure the repayment of the Borrower’s indebtedness under the Bank Credit Agreements and the performance of
the Borrower’s other obligations thereunder, the Borrower granted to the Bank a security interest in, and certain rights with respect to, substantially all of the Borrower’s assets, as more fully set forth in the Bank Credit Agreements
(the “Bank Security Interests”); 
 WHEREAS, Pappajohn guaranties the repayment of the indebtedness of the Borrower
under the Bank Credit Agreements on the terms and conditions set forth in the Bank Credit Agreements; 
 WHEREAS, the Bank
granted Pappajohn certain subrogation rights with respect to the rights of the Bank under the Bank Credit Agreements, including with respect to the Bank Security Interests, to the extent that Pappajohn pays in full the Borrower’s indebtedness
under the Bank Credit Agreements pursuant to his guarantee thereof; 







 WHEREAS, the Borrower obtained from DAM, and DAM provided to the Borrower, additional
financing in an amount of Three Million Dollars ($3,000,000) pursuant to a line of credit on the terms and conditions set forth in a credit agreement, promissory note and related documents dated March 23, 2011 between the Borrower and DAM (such
agreements are collectively referred to herein as the “DAM Credit Agreements”); 
 WHEREAS, to secure the repayment of
the Borrower’s indebtedness under the DAM Credit Agreements and the performance of the Borrower’s other obligations thereunder, the Borrower provided to DAM a security interest in, and certain rights with respect to, substantially all of
the Borrower’s assets (the “DAM Security Interests”), as more fully set forth in the DAM Credit Agreements, which interest and rights are junior in priority, operation and effect, in all respects, to the Bank Security Interests; and

 WHEREAS, the Borrower wishes to obtain from NNJCA, Pecora and Pappajohn, and NNJCA, Pecora and Pappajohn have agreed, as
co-lenders, to provide to the Borrower, additional financing in an amount of Six Million Dollars ($6,000,000) pursuant the terms and conditions set forth in an amended and restated credit agreement, promissory note and related documents amended and
restated on or about the date hereof between the Borrower, NNJCA, Pecora and Pappajohn (such agreements are collectively referred to herein as the “NNJCA Credit Agreements”); 

WHEREAS, to secure the repayment of the Borrower’s indebtedness under the NNJCA Credit Agreements and the performance of the
Borrower’s other obligations thereunder, the Borrower has agreed to provide to EDI, as agent for Pappajohn, Pecora and NNJCA (the “NNJCA Lenders”), a security interest in, and certain rights with respect to, substantially all of the
Borrower’s assets (the “NNJCA Security Interests”), as more fully set forth in the NNJCA Credit Agreements, which interest and rights shall be junior in priority, operation and effect, in all respects, to the Bank Security Interests
and the DAM Security Interests; and 

  
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 WHEREAS, it is the desire of Pappajohn, DAM, NNJCA, Pecora, EDI and the Company to execute
this Agreement for the purpose of defining their respective rights under the Bank Credit Agreements, the DAM Credit Agreement, and the NNJCA Credit Agreements including with respect to the Borrower’s assets. 

NOW, THEREFORE in consideration of the mutual promises and agreements contained herein, the parties hereto agree as follows: 

1. Subordinate Rights under the NNJCA Credit Agreements. The parties hereto acknowledge that substantially all of the
Borrower’s assets are subject to the first priority Bank Security Interests under the Bank Credit Agreements, and a second priority security interest under the DAM Credits Agreements and the parties hereto agree that the NNJCA Security
Interests shall be junior in priority, operation and effect, in all respects, to the Bank Security Interests and the DAM Security Interests, notwithstanding (i) anything to the contrary contained in any agreement (including the Bank Credit
Agreements or DAM Credit Agreements) or filing to which EDI or the NNJCA Lenders may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security
interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable
law or any other circumstance whatsoever and (iii) the fact that any such Bank Security Interests or the DAM Security Interests, as the case may be are (x) subordinated to any other lien securing any obligation of any other person or
(y) otherwise subordinated, voided, avoided, invalidated or lapsed. NNJCA, Pecora and Pappajohn shall not object to or contest, or support any other person in contesting or objecting to, in any proceeding, the validity, extent, perfection,
priority or enforceability of the Bank Security Interests or the DAM Security Interests. NNJCA and Pappajohn shall not take, or cause to be taken, any 

  
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action the purpose of which is to make the NNJCA Security Interests pari passu with or senior to the Bank Security Interests or the DAM Security Interests. Notwithstanding any failure of the Bank
to perfect the Bank Security Interests or DAM to perfect the DAM Security Interests, or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Bank Security Interests or the DAM Security Interests,
the priority and rights as between the Bank, DAM, NNJCA, Pecora and Pappajohn with respect to the assets of the Borrower shall be as set forth herein. DAM consents to the NNJCA Credit Agreement and NNJCA Security Interests. 

2. Promise to pay; Initial Public Offering or Reverse Merger. The Borrower has promised to pay the full amount due under of the
Bank Credit Agreements and under the DAM Credit Agreements, and under the NNJCA Credit Agreements (except, if Pappajohn otherwise agrees, with respect to Pappajohn), with the proceeds of (i) an initial public offering of the Borrower’s
equity securities (an “IPO”) or (ii) a reverse merger, whereby the Borrower merges with a public shell company or a wholly-owned subsidiary thereof and shares of the public shell company are subsequently issued in a private placement
to finance the Borrower’s operations. In the event that NNJCA and Pecora have amounts due to them under the NNJCA Credit Agreements 30 days after consummation of an IPO under the terms of the NNJCA Credit Agreements, and the terms of the IPO do
not allow repayment of the full $9,000,000 of debt under the Bank Credit Agreements and the DAM Credit Agreements plus amounts due to them under the NNJCA Credits Agreements (or such lesser amount that is then outstanding under such agreements), the
parties hereto agree that the debt outstanding under the DAM Credit Agreements will be repaid first and the outstanding indebtedness under the NNJCA Credit Agreement will not be repaid unless and until the entire outstanding balance under the DAM
Credit Agreements is repaid in full. 
 3. Actions with respect to the Bank. In the event that the Bank attempts to
prevent or modify the manner in which payment is received, the Parties will undertake their best efforts to adjust the rights of payment between themselves to honor the priority outlined herein. 

  
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 4. Relationship between NNJCA, Pecora and Pappajohn. Following an Event of Default,
Pappajohn, Pecora and NNJCA agree that as between them, after all senior creditors have been paid in full, all security from the Borrower shall be applied first to the repayment of obligations due to NNJCA and Pecora, pari passu, and then after
NNJCA and Pecora have been repaid in full, to obligations due to Pappajohn. 
 5. Legal fees, costs, and expenses. The
Borrower agrees that it is ultimately responsible for all reasonable costs and expenses, including reasonable attorney’s fees, incurred by DAM, Pappajohn, Pecora or NNJCA with respect to the enforcement of the provisions of this Agreement, the
Bank Credit Agreements, DAM Credit Agreements, and the NNJCA Credit Agreements following any Event of Default as any such provisions apply to either of them, and all fees and other charges incurred by Pappajohn, Pecora and NNJCA related to any of
the foregoing. All such fees for which the Borrower is responsible will be paid to DAM, Pappajohn, Pecora and NNJCA promptly upon their respective demand for such payment. 
 6. Miscellaneous. This Agreement shall remain in full force and effect even if the underlying Bank Credit Agreements or the DAM Credit Agreements or NNJCA Credit Agreements, or other documents
executed between the Borrower and the Bank or the Borrower and DAM or the Borrower and NNJCA, are extended, modified, or changed in any way. It is the intent of the parties hereto that if additional financing is obtained by the Borrower pursuant to
essentially the same terms as the Bank Credit Agreements, the DAM Credit Agreements or the NNJCA Credit Agreements, this Agreement shall remain in full force and effect. 
 This Agreement may be modified only by written agreement of each party hereto and cannot be assigned without the express written permission of the other parties hereto. 

Words and phrases contained in this agreement shall be construed as singular or plural in number and in the masculine, feminine or
neutered gender according to the context in which such words and phrases appear. 

  
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 This Agreement shall be construed under the laws of the State of Delaware. 

If for any reason any provision of this Agreement shall be inoperative, the validity and effect of other provisions shall not be affected
thereby. 
 This Agreement may be executed in one or more identical counterparts which when executed by all parties hereto shall
constitute one and the same agreement. 
 This Agreement contains the entire agreement of the parties hereto with respect to the
subject matter hereof, integrates all terms and conditions mentioned and are incidental to this Agreement and supersedes all prior negotiations and writings and any other previous understanding regarding the parity between the parties to this
Agreement; provided however, that nothing in this Agreement shall supersede or amend that certain Inter-Creditor Agreement between Borrower, Pappajohn and DAM dated on or about March 23, 2011. 

(signature page to follow) 

  
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 IN WITNESS WHEREOF, each party has executed, or caused to be executed by a duly
authorized individual, this Agreement as of the date first set forth above. 
  

			
	DAM Holdings, LLC
		
	By:	 	 /s/ Matthew Bluhm

	Name: Matthew Bluhm
	Title: President
	
	Cancer Genetics, Inc., Borrower
		
	By:	 	 /s/ Panna Sharma

	Name: Panna Sharma
	Title: President & CEO
	
	NNJCA Capital, LLC
		
	By:	 	 /s/ Andrew Pecora

	Name: Andrew Pecora
	Title: President
	
	 /s/ John Pappajohn

	John Pappajohn
	Pecora and Company
	By:	 	 /s/ Andrew Pecora

	Andrew Pecora
	
	Equity Dynamics, Inc., as agent
		
	By:	 	 /s/ John Pappajohn

	Name: John Pappajohn
	Title:


  
 Signature Page
to Inter-Creditor Agreement