INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011 by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FOURTH ADDENDUM TO CREDIT AGREEMENTCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Iowa
This Fourth Addendum to Credit Agreement (“Fourth Addendum”) is made this 21st day of October, 2009, between Wells Fargo Bank, National Association (“Bank”) and Cancer Genetics, Inc. (“Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this 23rd day of March, 2011, is made by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and DAM Holdings, LLC, a Wisconsin limited liability company (the “Investor”). The Company and the Investor are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.”
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of this 13th day of April, 2010, by and among Cancer Genetics, Inc., a Delaware corporation (“Company”), the individuals or entities listed on Schedule I hereto (the “Common Stockholder”), the individuals or entities listed on Schedule II hereto (the “Series A Preferred Stockholders”), and the individuals or entities listed on Schedule III hereto (the “Series B Preferred Stockholders”). The Company, the Common Stockholder, the Series A Preferred Stockholders and the Series B Preferred Stockholders are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”
STOCK OPTION GRANT AGREEMENT pursuant to the CANCER GENETICS, INC. 2011 EQUITY INCENTIVE PLANStock Restrictions Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS STOCK OPTION GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”) and the following individual:
AFFILIATION AGREEMENTAffiliation Agreement • December 30th, 2011 • Cancer Genetics, Inc • Minnesota
This Affiliation Agreement (the “Agreement”) is entered into as of November 7, 2011,. (the “Effective Date”) by and between Cancer Genetics. Inc. a Delaware corporation (“CGI”). and Mayo Foundation for Medical Education and Research, a Minnesota nonprofit corporation (“Mayo”) (each a “Party” and collectively the “Parties”).
GENERAL BUSINESS SECURITY AGREEMENTGeneral Business Security Agreement • December 30th, 2011 • Cancer Genetics, Inc • Indiana
THIS SECURITY AGREEMENT is entered into as of the 23rd day of March, 2011, by and between Cancer Genetics, Inc., a Delaware corporation (“Borrower”), in favor of DAM Holdings, LLC, a Wisconsin limited liability company (“Lender”).
FIFTH ADDENDUM TO CREDIT AGREEMENTCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Iowa
This Fifth Addendum to Credit Agreement (“Fifth Addendum”) is made this 29th day of July, 2010, between Wells Fargo Bank, National Association (“Bank”) and Cancer Genetics, Inc. (“Borrower”).
SIXTH ADDENDUM TO CREDIT AGREEMENTCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Iowa
This Sixth Addendum to Credit Agreement (“Sixth Addendum”) is made this 6th day of June, 2011, between Wells Fargo Bank, National Association (“Bank”) and Cancer Genetics, Inc. (“Borrower”).
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2011 • Cancer Genetics, Inc • New Jersey
THIS CONSULTING AGREEMENT (the “Agreement”), made this 1st day of July, 2010, is entered into by Cancer Genetics, Inc., a Delaware corporation with its principal place of business at 201 State Route 17, Rutherford, New Jersey, 07070 (the “Company”), and Edmund Cannon, with an address at 59 Granite Lane, Barnstable, Massachusetts, 02630 (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2011 • Cancer Genetics, Inc • New Jersey
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of this 10th day of June, 2010, by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”) and Louis J. Maione (the “Consultant”). The Company and the Consultant shall sometimes be referred to herein individually, as a “Party” and collectively, as the “Parties”.
AMENDMENT AND WAIVER TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock • December 30th, 2011 • Cancer Genetics, Inc • Delaware
This Amendment (this “Amendment”), dated as of December 8, 2011, by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”), amends that certain Series B Convertible Preferred Stock Purchase Agreement, by and between the Company and the Purchaser (the “Purchase Agreement”). To the extent not otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to them in the Purchase Agreement.
CREDIT AGREEMENTCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Wisconsin
This Credit Agreement (this “Agreement”) is entered into between DAM Holdings, LLC, a Wisconsin limited liability company (the “Lender”), and Cancer Genetics, Inc., a Delaware corporation (the “Company”), as of March 23, 2011.
FORM OF SHORT FORM WARRANT TO PURCHASE COMMON STOCK OF CANCER GENETICS, INC.Cancer Genetics, Inc • December 30th, 2011 • Delaware
This is to certify that, FOR VALUE RECEIVED, [ ] (the “Holder”), is entitled to purchase, subject to the provisions of this warrant (the “Warrant”), from CANCER GENETICS, INC., a Delaware corporation (the “Company”), up to [ ] ([ ]) shares of common stock of the Company (the “Stock”), at a price of $[ ] per share (the “Exercise Price”). The number of shares of Stock to be received and the Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Sections (e) and (k) below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to as “Warrant Shares.”
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2011 • Cancer Genetics, Inc • New Jersey
THIS CONSULTING AGREEMENT (the “Agreement”), made this 15 day of August, 2010, is entered into by Cancer Genetics, Inc., a Delaware corporation with its principal place of business at 201 State Route 17, Rutherford, New Jersey, 07070 (the “Company”), and Andrew Pecora, with a principle place of business at 20 Prospect Avenue, Hackensack, New Jersey, 07601 (the “Consultant”).
FIRST ADDENDUM TO CREDIT AGREEMENTCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Iowa
This First Addendum to Credit Agreement (“First Addendum”) is made this 7th day of July, 2008, between Wells Fargo Bank, National Association (“Bank”) and Cancer Genetics, Inc. (“Borrower”).
Wells Fargo Bank, National Association Credit AgreementCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Iowa
THIS CREDIT AGREEMENT (the “Agreement”) dated as of April 29, 2008 (“Effective Date”) is between Wells Fargo Bank, National Association (the “Bank”) and Cancer Genetics, Inc. (the “Borrower”).
FORM OF EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of this day of , , by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”
FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of as of this [ ] day of [ ], by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Optionee”). The Company and the Optionee are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”
AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
This Amendment (this “Amendment”), dated as of December 8, 2011, by and among Cancer Genetics, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A Preferred Stock and the holders of the Company’s Series B Preferred Stock signatory hereto (collectively, the “Consenting Stockholders”), amends that certain Amended and Restated Investors” Rights Agreement, dated as of April 13, 2010, by and among the Company and the individuals or entities listed on Schedule I and Schedule II thereto (as previously amended, the “Investors’ Rights Agreement”). To the extent not otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to them in the Investors’ Rights Agreement.
ContractCancer Genetics, Inc • December 30th, 2011
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2011 • Cancer Genetics, Inc • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 21st day of October, 2009, by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and Louis J. Maione (the “Employee”). The Company and the Employee shall sometimes be referred to herein individually, as a “Party” and collectively, as the “Parties.”
FORM OF SHORT FORM WARRANT TO PURCHASE COMMON STOCK OF CANCER GENETICS, INC.Cancer Genetics, Inc • December 30th, 2011 • Delaware
This is to certify that, FOR VALUE RECEIVED, (the “Holder”) is entitled to purchase, subject to the provisions of this warrant (this “Warrant”), from CANCER. GENETICS, INC., a Delaware corporation (the “Company”), shares of common, stock of the Company (the “Stock”), at a price of per share (the “Exercise Price”). The number of shares of Stock to be received and the Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Sections (e) and (k) below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to as “Warrant Shares.”
CONSULTING AGREEMENTConsulting Agreement • December 30th, 2011 • Cancer Genetics, Inc • New Jersey
THIS CONSULTING AGREEMENT (the “Agreement”), made this 15th day of September, 2010, is entered into by Cancer Genetics, Inc., a Delaware corporation with its principal place of business at 201 State Route 17, Rutherford, New Jersey, 07070 (the “Company”), and R.S.K. Chaganti, Ph.D., with an address at 235 Pascack Road, Hillsdale, NJ 07642 (the “Consultant”).
INTER-CREDITOR AGREEMENT CANCER GENETICS, INC.Inter-Creditor Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
This inter-creditor agreement (this “Agreement”) is made this 23rd day of March, 2011 between Cancer Genetics, Inc., a Delaware corporation (the “Borrower”), John Pappajohn (“Pappajohn”) and DAM Holdings, LLC, a Wisconsin limited liability company (“DAM”).
MEDICAL DIRECTOR AGREEMENTMedical Director Agreement • December 30th, 2011 • Cancer Genetics, Inc • New Jersey
Agreement (“Agreement”), made, and effective as of this, 9th day of October, 2009, by and between Cancer Genetics, Inc. (“CGI” or the “Company”), a Delaware corporation with its principal place of business located at 201 Route 17 North, Rutherford, New Jersey 07070, and Lan Wang, M.D. (“Dr. Wang”), whose address is 14 Beechwood Lane, Kinnelon, New Jersey 07405.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of this 13th day of April, 2010, by and among Cancer Genetics, Inc., a Delaware corporation (the “Company”), the individuals or entities listed on Schedule I hereto (the “Series A Preferred Stockholders”), and the individuals or entities listed on Schedule II hereto (the “Series B Preferred Stockholders”). The Company, the Series A Preferred Stockholders and the Series B Preferred Stockholders are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”
Wells Fargo Bank, National Association Security Agreement Wells Fargo Bank, National Association Cancer Genetics, Inc. Des Moines, Iowa 50304-0837 River Vale, NJ 07675 (the “Bank”) (the “Borrower”)Cancer Genetics, Inc • December 30th, 2011
ContractWarrant • December 30th, 2011 • Cancer Genetics, Inc
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
THIS SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of this day of , 2010, by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and the party listed on the Schedule of Purchaser attached hereto as Schedule I (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”
