EX-10.2



 Exhibit 10.2 
  

			
	 Wells Fargo Bank,

National Association
	 	Revolving Line of Credit Note

  

			
	 $6,000,000.00
	 	Des Moines, Iowa
		 	April 1, 2014

 FOR VALUE RECEIVED, the undersigned CANCER GENETICS, INC. (“Borrower”) promises to pay to the order
of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 666 Walnut Street, 2nd Floor, Des Moines, Iowa, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately available funds, the principal sum of Six Million Dollars ($6,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from
the date of its disbursement as set forth herein. 
 DEFINITIONS: 

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the
meaning set forth at the place defined: 
 (a) “Daily One Month LIBOR” means, for any day, the rate of interest equal to LIBOR then
in effect for delivery for a one (1) month period. 
 (b) “LIBOR” means the rate of interest per annum determined by Bank
based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, or, for any day not a London Business Day,
the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation). 

(c) “London Business Day” means any day that is a day for trading by and between banks in Dollar deposits in the London interbank
market. 
 INTEREST: 
 (a)
Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be one and three quarters percent
(1.75%) above Daily One Month LIBOR in effect from time to time. Bank is hereby authorized to note the date and interest rate applicable to this Note and any payments made thereon on Bank’s books and records (either manually or by
electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. 

(b) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become
due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and
(ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation
D of the Federal Reserve Board, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with
any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to
Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower. 

  
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 (c) Payment of Interest. Interest accrued on this Note shall be payable on the last day of
each month, commencing March 31, 2014. 
 (d) Default Interest. From and after the maturity date of this Note, or such earlier
date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear
interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. 

BORROWING AND REPAYMENT: 
 (a) Borrowing and
Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed
in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be
the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note
shall be due and payable in full on April 1, 2016. 
 (b) Advances. Advances hereunder, to the total amount of the principal sum
stated above, may be made by the holder at the oral or written request of (i) Panna Sharma, Edward J. Sitar, or Edward M. Caviasco, any one acting alone, who are authorized to request advances and direct the disposition of any advances until
written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so
deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have
no obligation to determine whether any person requesting an advance is or has been authorized by Borrower. 
 (c) Application of
Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. 

EVENTS OF DEFAULT: 
 This Note is made pursuant
to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of April 1, 2014, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of
any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note. 

MISCELLANEOUS: 
 (a) Remedies. Upon the
occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately 

  
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due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any,
of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable
attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any
amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level,
in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other
person) relating to Borrower or any other person or entity. 
 (b) Obligations Joint and Several. Should more than one person or
entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several. 
 (c) Governing Law. This Note
shall be governed by and construed in accordance with the laws of the State of Iowa. 
 (d) Acknowledgment. Borrower acknowledges
receipt of a copy of this Note signed by Borrower. 
 IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY
THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY
OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER. 
 IN WITNESS WHEREOF, the undersigned has executed this Note as of
the date first written above. 
  

					
	CANCER GENETICS, INC.
			
	By:	 	/s/	 	Edward J. Sitar
		 		 	 Edward J. Sitar, CFO



  
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