Convertible Promissory Note



 Exhibit 4.12 
 



 
 I, R.S.K Chaganti, Ph.D., hereby waive Provision 1 (Liens) and Provision 2 (Indebtedness) of my Cancer Genetics, Inc.
(“CGI”) Convertible Promissory Note, dated May 19, 2006, only as it relates to the line of credit of Wells Fargo Bank made available to CGI as of July 10, 2009. Other than the foregoing, no other provisions, terms, or conditions
of said Note, or any provisions, or portions thereof, are waived by the undersigned. 
  

					
	 /s/ R.S.K. Chaganti
	 		 	 September 7, 2011

	R.S.K. Chaganti, Ph.D.	 		 	Date

  

									
		 		 		 	 201 Route 17 North
 Rutherford, NJ 07070
 www.cancergenetics.com
	 	 tel: 201.528.9200

fax: 201.528.9201









 CANCER GENETICS, INC. 

CONVERTIBLE PROMISSORY NOTE 1 (“Note”) 
  

			
	$100,000	 	May 19, 2006

 FOR VALUE RECEIVED, Cancer Genetics, Inc., a Delaware corporation (the “Company”), with a
principal place of business at 228 River Vale Road, River Vale, New Jersey 07875, hereby promises to pay to R.S.K, Chaganti, Ph.D. (the “Payee”), or his registered assigns, within twenty (20) days of receipt of written demand of the
Payee, at any time on or after May 19, 2007, or earlier as provided below (the “Due Date”), the principal sum of One Hundred Thousand Dollars ($100,000), and to pay interest from the date hereof on the whole amount of said principal
sum at the rate of eight and one-half (8.5%) percent per annum, such interest to be payable on May 19, 2007 with a final payment of accrued interest to date on the date such principal is paid in full or exchanged at Payee’s option for
the Company’s securities. All such interest shall be paid by the Company to the Payee in cash in United States dollars, or at the election of the Payee, by issuance and delivery to the Payee of shares of the most senior class or series of the
Company’s authorized capital stock or rights therefore. Principal and interest shall be payable at the principal office of the Payee or at such other place as the legal holder may designate from time to time in writing to the Company.








 1. Liens. Except for subsequent or additional Promissory Notes by the Company to Payee, or
those required in the ordinary course of the business, and necessary to support the business, the Company shall not create, incur, assume or suffer to exist, or permit any subsidiary to create, incur, assume or suffer to exist, any mortgage, deed of
trust, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any nature, upon or with respect to any of its properties, now owned or hereinafter acquired, or assign,
license, or otherwise convey any right to receive income without first obtaining the prior written consent of the Payee or its successors or assigns. 
 2. Indebtedness. Except for subsequent or additional Promissory Notes by the Company to Payee, or those required in the ordinary course of the business, and necessary to support the business, the Company
shall not create, incur, assume or suffer to exist or permit any subsidiary to create, incur, assume or suffer to exist, any liability with respect to indebtedness (other than trade debt incurred in the ordinary course of business) without first
obtaining the prior written consent of the Payee, or his successors or assigns. Trade debt incurred in the ordinary course of business excludes any capital (financing) leases or operating (rental) leases; for the purposes of this Note, capital
leases and operating leases are Indebtedness. Moreover, Indebtedness shall mean all obligations, contingent and otherwise, which should, in accordance with generally accepted accounting principles consistently applied, be classified upon the
Company’s balance sheet as liabilities, excluding any liabilities in respect of 

  
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deferred federal or state income taxes, but in any event including, without limitation, liabilities secured by any mortgage on property owned or acquired subject to such mortgage, whether or not
the liability secured thereby shall have been assumed, and also including, without limitation, ail guaranties, endorsements and other contingent obligations, in respect of Indebtedness of others, whether or not the same are or should be so reflected
in said balance sheet, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. 
 The outstanding balance of this Note shall be rendered immediately due and payable, whether before or after the Due Date, without demand, in case of any of the following acts: (a) non-compliance with
the provisions of paragraph one, Liens, or paragraph two, Indebtedness of this Note, (b) an assignment by the Company for the benefit of its creditors, (c) dissolution of the Company, (d) the sale or transfer of any of the
Company’s assets (“Assets” include but are not limited to the Company’s accounts receivables, inventories, personal property (equipment, furniture and fixtures, and software owned now or in the future by the Company in whole or
in part), and intellectual property (proprietary information and techniques, provisional patent applications, patent applications, issued patents, and trademarks owned now or in the future by the Company in whole or in part), (e) filing of
voluntary or involuntary bankruptcy petition or petition for receivership or reorganization by or against the Company, or (f) or a Change of Control of the Company as subsequently defined. Change of Control is a merger or consolidation of the
Company with or into another corporation 

  
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which results in the transfer of 50% or more of the voting control of the Company, or the sale of all or substantially all of the Company’s property and Assets or capital stock to any other
person (any such event being referred to as an “Event”). Immediately prior to the closing of the Event, the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall immediately become due and payable
along with all accrued and unpaid interest thereon. 
 This Note may be prepaid in whole or in part by the Company, or, at
Payee’s option, is exchangeable for, or convertible into Preferred Shares of the Company, equal or convertible on a one to one basis to 15,480 shares of common stock. Upon the closing of a financing, the outstanding principal amount of this
Note, and all accrued and unpaid interest at Payee’s option may be exchanged for the number of shares of the most senior class or series of the Company’s equity securities sold in such financing, obtained by dividing the outstanding
principal amount of this Note, and all accrued and unpaid interest by an amount equal to the lowest price per share paid for the equity securities in the financing. 
 The Company and alt endorsers and guarantors of this Note hereby waive presentment for payment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery,
acceptance, performance or enforcement of this Note. The Payee may extend the time of payment of this Note, postpone the enforcement hereof, grant any other indulgence or add or release any party primarily or secondarily liable hereon without
affecting or 

  
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diminishing the Payee’s rights or recourse against the Company and all endorsers and guarantors of this Note, or any of them, which right is hereby expressly reserved. 

In the event this Note is not paid in full on the Due Date, interest shall accrue thereafter until payment in full at the annual rate of
interest in effect prior to the Due Date. If this Note shall not be paid when due and shall be placed by Payee in the hands of any attorney for collection through legal proceedings or otherwise, the Company will pay to Payee the amount of such
attorney’s reasonable fees incurred by Payee, together with the costs and reasonable expenses of collection. 
 This Note
shall be governed by, and construed in accordance with the laws of New Jersey, and shall have the effect of a seated instrument. 
  

									
	CANCER GENETICS, INC.	 		 	R.S.K. CHAGANTI, PH.D.
					
	By:	 	 /s/ Louis J. Maione
	 		 	By:	 	 /s/ R.S.K. Chaganti

		 	Louis J. Maione	 		 		 	
		 	President	 		 		 	
			
	Dated: May 19, 2006	 		 	Dated: May 19, 2006


  
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