Form of Promissory Note



 Exhibit 10.34 
 PROMISSORY NOTE 
  

			
	 $1,000,000
	  	February 14, 2012

 FOR VALUE RECEIVED, Cancer Genetics, Inc., a Delaware corporation (“Borrower”), hereby
promises to pay to the order of John Pappajohn or his assigns, the aggregate amount of the loan funded by Lender from time to time, the principal amount of One Million Dollars ($1,000,000) (the “Loan”), as set forth in that certain Amended
and Restated Credit Agreement between Lender and Borrower dated as of February 13, 2012 (the “Credit Agreement”), together with interest on such portions thereof as shall from time to time remain unpaid (the “principal
balance”) at the Contract Rate (as defined below) per annum, commencing on the date hereof, and until paid in full. 

Borrower shall pay all interest accrued on the principal amounts of the Loan borrowed hereunder on the first day of any calendar month
while any amounts borrowed hereunder remain outstanding, commencing April 1, 2012, and shall pay all accrued interest and the outstanding principal of all amounts borrowed hereunder immediately upon the occurrence of a Maturity Event, as that
term is defined in the Credit Agreement. 
 After a Maturity Event or an Event of Default (as that term is defined in the Credit
Agreement), interest shall accrue on the unpaid balance of this Note at the rate of 12% per annum. 
 Any amount of
principal or interest due under this Note may be pre-paid at any time without penalty. 
 Interest shall be computed on the
principal balance on a daily rate basis of 1/365 of the annual rate. All payments shall be applied first to interest on the principal balance at the rate herein specified and then to principal. The “Contract Rate” shall mean the sum of
(a) the Prime Rate, as reported in the Wall Street Journal, on the first business day of each calendar quarter plus (b) 6.25%. The Prime Rate on the date hereof is 3.25%, so that the Contract Rate is initially 9.50%. The Contract Rate
shall adjust on the first day of each calendar quarter effective for the ensuing quarter. 
 This Note is one of a series of
notes delivered pursuant to the terms of the Credit Agreement, and any notice required hereunder may be given in the manner that notices are given as provided for in the Credit Agreement. 

At the option of the holder of this Note, the unpaid principal balance and all accrued but unpaid interest shall become immediately due
and payable, without notice or demand, upon the occurrence at any time of (1) the failure of Borrower to pay any amount of principal or interest when the same becomes due under this Note, provided Borrower has received written notice of such
default and has failed to cure the same within ten (10) days of the receipt of such notice, (2) the making of an assignment for the benefit of creditors by Borrower, the appointment of a receiver for all or substantially all of the
property of Borrower, or the filing by Borrower of a petition in bankruptcy or other similar proceeding under law for relief of debtors, (3) the filing against Borrower of a petition in bankruptcy or other similar proceeding under law for
relief of 







 
debtors, provided that such petition is not vacated or discharged within ninety (90) days after the filing thereof, (4) the dissolution of Borrower, or (5) the occurrence of any
Event of Default, as that term is defined in the Credit Agreement. 
 Waiver of any default of any kind in the performance of
Borrower’ obligations under this Note shall not constitute a waiver of any other default of Borrower’s obligations under this Note. 
 Without affecting the liability of any maker or any endorser or surety, Lender may, without notice, renew or extend the time of payment, accept partial payments or agree not to sue any party liable to it.
Presentment, protest, demand, and notice of dishonor are waived. 
 If this Note is not paid when due, whether at maturity or by
acceleration, Borrower and all endorsers, sureties and guarantors agree to pay all reasonable costs of collection, including but not limited to reasonable attorneys’ fees and reasonable expenses incurred by Lender on account of such collection,
whether or not suit is commenced. 
 This Note shall be governed by and construed, interpreted and enforced in accordance with
the laws of the State of Delaware. 
 This Note is secured by a certain General Business Security Agreement and by an assignment
for collateral purposes of Borrower’s patents, patent rights and trademarks pursuant to a Patent and Trademark Collateral Assignment and Security Agreement. 

 

			
	 BORROWER:

	
	 Cancer Genetics, Inc.,

a Delaware corporation

		
	By:	 	 /s/ Panna Sharma

	Name:	 	Panna Sharma
	Its:	 	President & CEO



  
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