exhibit107






                     SECURITIES PURCHASE AGREEMENT                THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of   the 18th day of September, 2018 by and among Cancer Genetics Inc., a Delaware corporation   (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an   “Investor” and collectively the “Investors”).                                       Recitals                A.    The Company and the Investors are executing and delivering this   Agreement in reliance upon the exemption from securities registration afforded by the provisions   of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange   Commission (the “SEC”) under the Securities Act of 1933, as amended; and                B.    The Investors wish to purchase, severally and not jointly, from the   Company, and the Company wishes to sell and issue to the Investors, upon the terms and   conditions stated in this Agreement, (i) shares (the “Shares”) of the Company’s Common Stock,   par value $0.001 per share (together with any securities into which such shares may be   reclassified, whether by merger, charter amendment or otherwise, the “Common Stock”), and   (ii) warrants to purchase shares of Common Stock (subject to adjustment) at an exercise price of   $1.01 per whole share (subject to adjustment) in the form attached hereto as Exhibit A (the   “Warrants”); and                C.    The Shares and the Warrants will be sold together in a fixed combination   of one Share and one Warrant to purchase three-quarters (75%) of a Share at a cash purchase  price of $1.01 per Share and related Warrant (such purchase prices, the “Purchase Price”);   provided, however, that the aggregate gross proceeds of the offering shall be no less than    Twenty Million Dollars ($20,000,000) less (i) the amount of cash on the balance sheet of   Novellus (as hereinafter defined) and (ii) any amount Novellus has loaned to the Company at and   as of the closing of the Merger (as hereinafter defined (the “Minimum Investment Amount”).   Any purchase and sale of securities pursuant to this Agreement shall occur at one Closing (as   defined below); and                D.    Contemporaneous with the sale of the Shares and the Warrants, the parties   hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as   Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company will agree to   provide certain registration rights under the Securities Act of 1933, as amended, and the rules   and regulations promulgated thereunder; and                E.    In connection with the offering, the Company will be entering into an   escrow agreement, in the form to be attached hereto as Exhibit C after approval by Pontifax   (Israel) IV LP and Orbimed Israel Partners II, L.P.  (the “Escrow Agreement”), with a bank or   investment bank (the “Escrow Agent”), to hold the Purchase Price to be paid by the Investors, to   be released at the Closing to the Company, upon the written notice from the Company.                In consideration of the mutual promises made herein and for other good and   valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties   hereto agree as follows:   MIA 186599799v1   MIA 186599799v3  





 






       1.    Definitions.  In addition to those terms defined above and elsewhere in this   Agreement, for the purposes of this Agreement, the following terms shall have the meanings set   forth below:                “Affiliate” means, with respect to any Person, any other Person which directly or   indirectly through one or more intermediaries Controls, is controlled by, or is under common   Control with, such Person.                “Business Day” means a day, other than a Saturday or Sunday, on which banks in   New York City and Tel Aviv, Israel, are open for the general transaction of business.                 “Confidential Information” means trade secrets, confidential information and   know-how (including but not limited to ideas, formulae, compositions, processes, procedures and   techniques, research and development information, computer program code, performance   specifications, support documentation, drawings, specifications, designs, business and marketing   plans, and customer and supplier lists and related information).                “Control” (including the terms “controlling”, “controlled by” or “under common   control with”) means the possession, direct or indirect, of the power to direct or cause the  direction of the management and policies of a Person, whether through the ownership of voting  securities, by contract or otherwise.                “Effective Date” means the date on which the initial Registration Statement is   declared effective by the SEC.                “Effectiveness Deadline” means the date on which the initial Registration   Statement is required to be declared effective by the SEC under the terms of the Registration   Rights Agreement.                “Intellectual Property” means all of the following:  (i) patents, patent applications,   patent disclosures and inventions (whether or not patentable and whether or not reduced to   practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos,   slogans and Internet domain names, together with all goodwill associated with each of the   foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals   for any of the foregoing; and (v) proprietary computer software (including but not limited to   data, data bases and documentation).                “Material Adverse Effect” has the meaning set forth in the Merger Agreement to   the extent that the occurrence of such “Material Adverse Effect” under the Merger Agreement   would permit the termination of the Merger Agreement pursuant to the terms thereof.                “Merger” means the merger of a subsidiary of the Company with Novellusdx   Ltd., an Israeli Company (“Novellus”) pursuant to an Agreement and Plan of Merger among the   Company, a subsidiary of the Company and Novellus, dated the date hereof (the “Merger   Agreement”).                “Nasdaq” means The Nasdaq Capital Market.                                        -2-   MIA 186599799v1  MIA 186599799v3  





 






             “Person” means an individual, corporation, partnership, limited liability company,   trust, business trust, association, joint stock company, joint venture, sole proprietorship,   unincorporated organization, governmental authority or any other form of entity not specifically   listed herein.                “Registration Statement” has the meaning set forth in the Registration Rights   Agreement.                “Required Investors” means (i) prior to Closing, the Investors who have agreed to   purchase a majority of the Securities to be sold hereunder on the Closing Date and (ii) from and   after the Closing the Investors who, together with their Affiliates, beneficially own (calculated in   accordance with Rule 13d-3 under the 1934 Act without giving effect to any limitation on the   exercise of the Warrants set forth therein) a majority of the Shares and Warrant Shares issuable   pursuant hereto.                “Securities” means the Shares, the Warrants and the Warrant Shares.                “Subsidiary” of any Person means another Person, an amount of the voting   securities, other voting ownership or voting partnership interests of which is sufficient to elect at   least a majority of its Board of Directors or other governing body (or, if there are no such voting   interests, 50% or more of the equity interests of which) is owned directly or indirectly by such   first Person.                “Transaction Documents” means this Agreement, the Warrants, the Registration   Rights Agreement and the Escrow Agreement.                “1933 Act” means the Securities Act of 1933, as amended, or any successor   statute, and the rules and regulations promulgated thereunder.                “1934 Act” means the Securities Exchange Act of 1934, as amended, or any   successor statute, and the rules and regulations promulgated thereunder.          2.    Purchase and Sale of the Shares and Warrants.  Subject to the terms and   conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not   jointly, purchase, and the Company shall sell and issue to the Investors, the Shares, and the   Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages   attached hereto in exchange for the portion of the Purchase Price set forth opposite the Investors’   names on the signature pages attached hereto.          3.    Closing.  The closing of the purchase and sale of the Shares and the Warrants (the   “Closing”) shall take place at 11:00 a.m. (Eastern Time) as soon as practicable following the   satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 (the “Closing Date”),   remotely by facsimile or other electronic transmission of documents or at such other time and   place as the Company and the Investors may mutually agree. At the Closing, subject to the terms   and conditions hereof, the Company will deliver to its Transfer Agent irrevocable instructions to   deliver to each Investor a certificate or certificates, registered in such name or names as such   Investor may designate, representing the Shares and the Warrants purchased by such Investor,                                        -3-   MIA 186599799v1  MIA 186599799v3  





 






 dated as of the Closing Date, against payment of the Purchase Price therefor. Each Investor shall   deliver to the Escrow Agent the Purchase Price by cash in the form of wire transfer within three   (3) Business Days of the date that it receives notice that the Merger’s Effective Date as defined   in the Merger Agreement is set to a date which is seven (7) Business Days from the date of such   notice, and that the shareholders of the Company have approved the issuance of the shares being   issued in the Merger, unless other means of payment shall have been agreed upon by the  Investors and the Company.          4.    Representations and Warranties of the Company.  The representations and   warranties of the Company as set forth in Article III of the Merger Agreement are incorporated   herein be reference, and are being provided by the Company to the Investors hereunder. Attached   hereto as Schedule 4 is the CGI Disclosure Schedule.          5.    Representations and Warranties of the Investors.  Each of the Investors hereby   severally, and not jointly, represents and warrants to the Company that:                5.1.  Organization and Existence.  If applicable, such Investor is a validly   existing corporation, limited partnership or limited liability company and has all requisite   corporate, partnership or limited liability company power and authority to invest in the Securities   pursuant to this Agreement.                5.2.  Authorization.  The execution, delivery and performance by such Investor   of the Transaction Documents to which such Investor is a party have been duly authorized and   each will constitute the valid and legally binding obligation of such Investor, enforceable against  such Investor in accordance with their respective terms, subject to bankruptcy, insolvency,  fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating  to or affecting creditors’ rights generally and to general equity principles.                5.3.  Purchase Entirely for Own Account.  The Securities to be received by   such Investor hereunder will be acquired for such Investor’s own account, not as nominee or   agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933   Act, and such Investor has no present intention of selling, granting any participation in, or   otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such   Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in   compliance with applicable federal and state securities laws.  Nothing contained herein shall be   deemed a representation or warranty by such Investor to hold the Securities for any period of   time.  Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an   entity engaged in a business that would require it to be so registered.                5.4.  Investment Experience.  Such Investor acknowledges that it can bear the   economic risk and complete loss of its investment in the Securities and has such knowledge and   experience in financial or business matters that it is capable of evaluating the merits and risks of   the investment contemplated hereby.                5.5.  Disclosure of Information.  Such Investor has had an opportunity to   receive all information related to the Company requested by it and to ask questions of and   receive answers from the Company regarding the Company, its business and the terms and                                        -4-   MIA 186599799v1  MIA 186599799v3  





 






 conditions of the offering of the Securities, including but not limited to the information set forth   in Section 4.6.  Such Investor acknowledges receipt of copies of the SEC Filings and the Merger   Agreement and the financial statements of Novellus.  Neither such inquiries nor any other due   diligence investigation conducted by such Investor shall modify, limit or otherwise affect such   Investor’s right to rely on the Company’s representations and warranties contained in this   Agreement.                5.6.  Restricted Securities.  Such Investor understands that the Securities are   characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they   are being acquired from the Company in a transaction not involving a public offering and that   under such laws and applicable regulations such securities may be resold without registration   under the 1933 Act only in certain limited circumstances.                5.7.  Legends.  It is understood that, except as provided below, certificates   evidencing the Securities may bear the following or any similar legend:                      (a)   “The securities represented hereby have not been registered with   the Securities and Exchange Commission or the securities commission of any state in reliance   upon an exemption from registration under the Securities Act of 1933, as amended, and,   accordingly, may not be transferred unless (i) such securities have been registered for sale   pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to   Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it   that such transfer may lawfully be made without registration under the Securities Act of 1933, as   amended.”                      (b)   If required by the authorities of any state in connection with the   issuance of sale of the Securities, the legend required by such state authority.                5.8.  Investor Status.  At the time such Investor was offered the Securities, it   was, and at the date hereof it is, (i) an “accredited investor” as defined in Rule 501(a) under the   1933 Act or (ii) an “institutional investor” as defined in Financial Industry Regulatory Authority   Rule 5110(d)(4)(B).  Such Investor is not a registered broker dealer registered under Section   15(a) of the Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc.   (“FINRA”) or an entity engaged in the business of being a broker dealer.  Except as otherwise   disclosed in writing to the Company on or prior to the date of this Agreement, such Investor is   not affiliated with any broker dealer registered under Section 15(a) of the 1934 Act, or a member   of FINRA or an entity engaged in the business of being a broker dealer.  Such Investor maintains   his or her principal residence (in the case of an individual) or its principal executive office (in the   case of an entity) at the location specified on its signature page hereto.                5.9.  No General Solicitation.  Such Investor did not learn of the investment in   the Securities as a result of any general solicitation or general advertising.                5.10. Brokers and Finders.  No Person will have, as a result of the transactions   contemplated by the Transaction Documents, any valid right, interest or claim against or upon   the Company, any Subsidiary or an Investor for any commission, fee or other compensation                                         -5-   MIA 186599799v1  MIA 186599799v3  





 






 pursuant to any agreement, arrangement or understanding entered into by or on behalf of such   Investor.                5.11. Prohibited Transactions.  Since the earlier of (a) such time as such   Investor was first contacted by the Company or any other Person acting on behalf of the   Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date   hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the   transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s   investments or trading or information concerning such Investor’s investments, including in   respect of the Securities, or (z) is subject to such Investor’s review or input concerning such   Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly,   effected or agreed to effect any short sale, whether or not against the box, established any “put   equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the  Common Stock, granted any other right (including, without limitation, any put or call option)  with respect to the Common Stock or with respect to any security that includes, relates to or  derived any significant part of its value from the Common Stock or otherwise sought to hedge its  position in the Securities (each, a “Prohibited Transaction”).  Prior to the earliest to occur of (i)   the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such   Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a   Prohibited Transaction.  Such Investor acknowledges that the representations, warranties and   covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as   the Company and that each of the other Investors shall have an independent right to assert any   claims against such Investor arising out of any breach or violation of the provisions of this   Section 5.11.          6.    Conditions to Closing.                  6.1.  Conditions to the Investors’ Obligations. The obligation of each Investor   to purchase the Shares and the Warrants at the Closing is subject to the satisfaction, on or prior to   the Closing Date, of the following conditions, any of which may be waived by such Investor (as   to itself only but subject to Section 9.5):                      (a)   The representations and warranties made by the Company in   Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on   the Closing Date, except to the extent any such representation or warranty expressly speaks as of   an earlier date, in which case such representation or warranty shall be true and correct as of such   earlier date, and, the representations and warranties made by the Company in Section 4 hereof   not qualified as to materiality shall be true and correct in all material respects at all times prior to   and on the Closing Date, except to the extent any such representation or warranty expressly   speaks as of an earlier date, in which case such representation or warranty shall be true and   correct in all material respects as of such earlier date.  The Company shall have performed in all   material respects all obligations and covenants herein required to be performed by it on or prior   to the Closing Date.                      (b)   The Company shall have obtained any and all consents, permits,   approvals, registrations and waivers necessary or appropriate for consummation of the purchase                                         -6-   MIA 186599799v1  MIA 186599799v3  





 






 and sale of the Securities and the consummation of the other transactions contemplated by the   Transaction Documents, all of which shall be in full force and effect.                      (c)   The Merger shall have closed or shall be consummated   simultaneously with the closing of the transactions contemplated hereby;                      (d)   The Company shall have executed and delivered the Registration   Rights Agreement.                      (e)   The Company shall have filed with Nasdaq a Notification Form:    Listing of Additional Shares for the listing of the Shares and the Warrant Shares on Nasdaq, a   copy of which shall have been provided to the Investors, and Nasdaq shall not have raised any   unresolved objection thereto.                      (f)   The Company shall have received at least the Minimum   Investment Amount.                      (g)   No judgment, writ, order, injunction, award or decree of or by any   court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or   by any governmental authority, shall have been issued, and no action or proceeding shall have   been instituted by any governmental authority, enjoining or preventing the consummation of the   transactions contemplated hereby or in the other Transaction Documents.                      (h)   The Company shall have delivered a Certificate, executed on   behalf of the Company by its Chief Executive Officer or its Chief Executive Officer, dated as of   the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b),   (c), (e), (f), (g), (j), (n) and (o) of this Section 6.1.                      (i)   The Company shall have delivered a Certificate, executed on   behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions   adopted by the Board of Directors of the Company, or a duly appointed committee thereof,   approving the transactions contemplated by this Agreement and the other Transaction   Documents and the issuance of the Securities, certifying the current versions of the Certificate of   Incorporation and Bylaws of the Company and certifying as to the signatures and authority of   persons signing the Transaction Documents and related documents on behalf of the Company.                      (j)   No stop order or suspension of trading shall have been imposed by   Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in   the Common Stock.                      (k)   The Company shall have delivered an opinion of the Company’s   legal counsel in the form attached hereto as Schedule 6.1(k), dated as of the Closing Date.                      (l)   The Company shall have executed and delivered the Warrants to   each Investor.                                          -7-   MIA 186599799v1  MIA 186599799v3  





 






                   (m)   The Company shall have delivered a copy of the irrevocable   instructions to the Transfer Agent instructing the Transfer Agent to deliver to each Investor a   certificate or certificates, registered in such name or names as such Investor may designate,   representing the Shares and the Warrants purchased by such Investor, dated as of the Closing   Date.                      (n)   No Material Adverse Effect with respect to the Company since the   date hereof shall have occurred.                      (o)   No voluntary or involuntary proceeding for the reorganization,   bankruptcy, dissolution or winding up of the Company shall have occurred.                6.2.  Conditions to Obligations of the Company. The Company's obligation to   sell and issue the Shares and the Warrants at the Closing is subject to the satisfaction on or prior  to the Closing Date of the following conditions, any of which may be waived by the Company:                      (a)   The representations and warranties made by the Investors in   Section 5 hereof, other than the representations and warranties contained in Sections 5.3, 5.4,   5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment Representations”), shall be true and correct in all   material respects when made, and shall be true and correct in all material respects on the Closing   Date with the same force and effect as if they had been made on and as of said date.  The   Investment Representations shall be true and correct in all respects when made, and shall be true   and correct in all respects on the Closing Date with the same force and effect as if they had been   made on and as of said date.  The Investors shall have performed in all material respects all   obligations and covenants herein required to be performed by them on or prior to the Closing   Date.                      (b)   The Investors shall have executed and delivered the Registration   Rights Agreement.                      (c)   The Investors shall have delivered the Purchase Price to the   Escrow Agent.                      (d)   The Company shall have received at least the Minimum   Investment Amount.                6.3.  Termination of Obligations to Effect Closing; Effects.                        (a)   The obligations of the Company, on the one hand, and the   Investors, on the other hand, to effect the Closing shall terminate as follows:                            (i)   Upon the mutual written consent of the Company and the   Required Investors;                            (ii)  By the Company if any of the conditions set forth in   Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the   Company;                                         -8-   MIA 186599799v1  MIA 186599799v3  





 






                         (iii) By an Investor (with respect to itself only) if any of the   conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have   been waived by the Investor;                            (iv)  Upon termination of the Merger Agreement without   consummation of the Merger; or                            (v)   By either the Company or any Investor (with respect to   itself only) if the Closing has not occurred on or prior to 5:00 P.M., New York time, on March   31, 2019 or by such later date that the Merger Agreement may be extended to in accordance with   its terms, provided that any extension beyond an additional 90 day period shall be subject to the   approval of the Required Investors;    provided, however, that, except in the case of clause (i) above, the party seeking to terminate its   obligation to effect the Closing shall not then be in breach of any of its representations,   warranties, covenants or agreements contained in this Agreement or the other Transaction   Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to   terminate its obligation to effect the Closing.                      (b)   In the event of termination by the Company or any Investor of its   obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall   forthwith be given to the other Investors by the Company and the other Investors shall have the   right to terminate their obligations to effect the Closing upon written notice to the Company and   the other Investors.  Nothing in this Section 6.3 shall be deemed to release any party from any   liability for any breach by such party of the terms and provisions of this Agreement or the other   Transaction Documents or to impair the right of any party to compel specific performance by   any other party of its obligations under this Agreement or the other Transaction Documents. In   the event of termination for any reason, the respective amounts held by the Escrow Agent will be   immediately returned to the relevant Investors.          7.    Covenants and Agreements of the Company.                  7.1.  Reservation of Common Stock.  The Company shall at all times reserve   and keep available out of its authorized but unissued shares of Common Stock, solely for the   purpose of providing for the exercise of the Warrants, such number of shares of Common Stock   as shall from time to time equal the number of shares sufficient to permit the exercise of the   Warrants issued pursuant to this Agreement in accordance with their terms.                7.2.  No Conflicting Agreements.  The Company will not take any action, enter   into any agreement or make any commitment that would conflict or interfere in any material   respect with the Company’s obligations to the Investors under the Transaction Documents.                7.3.  Listing of Underlying Shares and Related Matters.  Promptly following   the date hereof, the Company shall take all necessary action to cause the Shares, and the Warrant   Shares to be listed on Nasdaq no later than the Closing Date.  Further, if the Company applies to   have its Common Stock or other securities traded on any other principal stock exchange or   market, it shall include in such application the Shares and the Warrant Shares and will take such                                        -9-   MIA 186599799v1  MIA 186599799v3  





 






 other action as is necessary to cause such Common Stock to be so listed.  The Company will use   commercially reasonable efforts to continue the listing and trading of its Common Stock on   Nasdaq and, in accordance, therewith, will use commercially reasonable efforts to comply in all   respects with the Company’s reporting, filing and other obligations under the bylaws or rules of   such market or exchange, as applicable.                7.4.  Removal of Legends.  In connection with any sale or disposition of the   Securities by an Investor pursuant to Rule 144 or pursuant to any other exemption under the   1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the   Investor with the requirements of this Agreement, the Company shall or, in the case of Common   Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue   replacement certificates representing the Securities sold or disposed of without restrictive   legends.  Upon the earlier of (i) registration for resale pursuant to the Registration Rights   Agreement or (ii) the Shares becoming freely tradable pursuant to Rule 144 the Company shall   (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall credit the   account of the Investor’s or its designee’s balance account with The Depository Trust Company   through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a   participant in such system, or otherwise reissue a certificate representing shares of Common   Stock without legends upon receipt by such Transfer Agent of the legended certificates for such   shares, together with either (1) a customary representation by the Investor that Rule 144 applies   to the shares of Common Stock represented thereby or (2) a statement by the Investor that such   Investor will sell (or, in the case of any Affiliate of the Company has sold) the shares of   Common Stock represented thereby in accordance with the Plan of Distribution contained in the   Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more   blanket opinions to the effect that the removal of such legends in such circumstances may be   effected under the 1933 Act.  From and after the earlier of such dates, upon an Investor’s written   request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be   replaced with certificates which do not bear such restrictive legends, and Warrant Shares   subsequently issued upon due exercise of the Warrants shall not bear such restrictive legends   provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with  respect thereto.          8.    Survival and Indemnification.                  8.1.  Survival.  The representations, warranties, covenants and agreements   contained in this Agreement shall survive the Closing of the transactions contemplated by this   Agreement.                8.2.  Indemnification.  (a)  The Company agrees to indemnify and hold   harmless each Investor and its Affiliates and their respective directors, officers, trustees, partners,   members, managers, employees and agents, and their respective successors and assigns, from   and against any and all losses, claims, damages, liabilities and expenses (including without   limitation reasonable attorney fees and disbursements and other expenses incurred in connection   with investigating, preparing or defending any action, claim or proceeding, pending or threatened   and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become   subject as a result of any breach of representation, warranty, covenant or agreement made by or                                         -10-   MIA 186599799v1  MIA 186599799v3  





 






 to be performed on the part of the Company under the Transaction Documents, and will   reimburse any such Person for all such amounts as they are incurred by such Person.                     (b)   The Investor agrees to indemnify and hold harmless the Company  and its Affiliates and their respective directors, officers, trustees, partners, members, managers,  employees and agents, and their respective successors and assigns, from and against any and all  Losses to which such Person may become subject as a result of any breach of representation,  warranty, covenant or agreement made by or to be performed on the part of the Investor under  the Transaction Documents, and will reimburse any such Person for all such amounts as they are  incurred by such Person.                8.3.  Conduct of Indemnification Proceedings.  Any person entitled to   indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim   with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume   the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided   that any person entitled to indemnification hereunder shall have the right to employ separate   counsel and to participate in the defense of such claim, but the fees and expenses of such counsel   shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such   fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such   claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable   judgment of any such person, based upon written advice of its counsel, a conflict of interest   exists between such person and the indemnifying party with respect to such claims (in which   case, if the person notifies the indemnifying party in writing that such person elects to employ   separate counsel at the expense of the indemnifying party, the indemnifying party shall not have   the right to assume the defense of such claim on behalf of such person); and provided, further,   that the failure of any indemnified party to give notice as provided herein shall not relieve the   indemnifying party of its obligations hereunder, except to the extent that such failure to give   notice shall materially adversely affect the indemnifying party in the defense of any such claim   or litigation.  It is understood that the indemnifying party shall not, in connection with any   proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm   of attorneys at any time for all such indemnified parties.  No indemnifying party will, except   with the consent of the indemnified party, consent to entry of any judgment or enter into any   settlement that does not include as an unconditional term thereof the giving by the claimant or   plaintiff to such indemnified party of a release from all liability in respect of such claim or   litigation.          9.    Miscellaneous.                  9.1.  Successors and Assigns.  This Agreement may not be assigned by a party   hereto without the prior written consent of the Company or the Investors, as applicable,   provided, however, that an Investor may assign its rights and delegate its duties hereunder in   whole or in part to an Affiliate or to a third party acquiring some or all of its Securities in a   transaction complying with applicable securities laws without the prior written consent of the   Company or the other Investors.  The provisions of this Agreement shall inure to the benefit of   and be binding upon the respective permitted successors and assigns of the parties.  Without   limiting the generality of the foregoing, in the event that the Company is a party to a merger,                                         -11-   MIA 186599799v1  MIA 186599799v3  





 






 consolidation, share exchange or similar business combination transaction in which the Common   Stock is converted into the equity securities of another Person, from and after the effective time   of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed   the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such   Person and the term “Shares” shall be deemed to refer to the securities received by the Investors   in connection with such transaction.  Nothing in this Agreement, express or implied, is intended   to confer upon any party other than the parties hereto or their respective successors and assigns   any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as   expressly provided in this Agreement.                9.2.  Counterparts; Faxes.  This Agreement may be executed in two or more   counterparts, each of which shall be deemed an original, but all of which together shall constitute   one and the same instrument.  This Agreement may be delivered by facsimile or other form of   electronic transmission, which shall be deemed an original.                9.3.  Titles and Subtitles.  The titles and subtitles used in this Agreement are   used for convenience only and are not to be considered in construing or interpreting this   Agreement.                9.4.  Notices.  Unless otherwise provided, any notice required or permitted   under this Agreement shall be given in writing and shall be deemed effectively given as   hereinafter described (i) if given by personal delivery, then such notice shall be deemed given   upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given   upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall   be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days   after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an   internationally recognized overnight air courier, then such notice shall be deemed given one   Business Day after delivery to such carrier.  All notices shall be addressed to the party to be   notified at the address as follows, or at such other address as such party may designate by ten   days’ advance written notice to the other party:                      If to the Company:                              Cancer Genetics, Inc.                           201 Route 17 North, 2nd Floor                           Rutherford, NJ 07070, USA                           Attention: John A. Roberts, President & CEO                           Phone:  (201) 528-9200                           Fax:  (201) 528-9201                                                                     -12-   MIA 186599799v1  MIA 186599799v3  





 






                   With a copy to:                              Lowenstein Sandler, LLP                           One Lowenstein Drive                           Roseland, NJ  07068                           Attention:  Alan Wovsaniker                           Phone:  (973) 597-2564                           Fax:  (973) 597-2565                        If to the Investors:   to the addresses set forth on the signature pages                     hereto.                                    9.5.  Amendments and Waivers.  Any term of this Agreement may be amended   and the observance of any term of this Agreement may be waived (either generally or in a   particular instance and either retroactively or prospectively), only with the written consent of the   Company and the Required Investors.  Any amendment or waiver effected in accordance with   this paragraph shall be binding upon each holder of any Securities purchased under this   Agreement at the time outstanding, each future holder of all such Securities, and the Company.                9.6.  Publicity.  Except as set forth below, no public release or announcement   concerning the transactions contemplated hereby shall be issued by the Company or the Investors   without the prior consent of the Company (in the case of a release or announcement by the   Investors) or the Required Investors (in the case of a release or announcement by the Company)   (which consents shall not be unreasonably withheld), except as such release or announcement   may be required by law or the applicable rules or regulations of any securities exchange or   securities market, in which case the Company or the Investors, as the case may be, shall allow   the Investors or the Company, as applicable, to the extent reasonably practicable in the   circumstances, reasonable time to comment on such release or announcement in advance of such   issuance.  By 4:30 p.m. (New York City time) on the trading day immediately following the   execution and delivery of this Agreement, the Company shall (i) issue a press release disclosing   the execution of this Agreement and describing the transactions contemplated hereby and by the   other Transaction Documents and (ii) file a Current Report on Form 8-K attaching the press  release described in the foregoing sentence as well as copies of the Transaction Documents.  In  addition, the Company will make such other filings and notices in the manner and time required  by the SEC or Nasdaq.                9.7.  Severability.  Any provision of this Agreement that is prohibited or   unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such   prohibition or unenforceability without invalidating the remaining provisions hereof but shall be   interpreted as if it were written so as to be enforceable to the maximum extent permitted by   applicable law, and any such prohibition or unenforceability in any jurisdiction shall not   invalidate or render unenforceable such provision in any other jurisdiction.  To the extent   permitted by applicable law, the parties hereby waive any provision of law which renders any   provision hereof prohibited or unenforceable in any respect.                                          -13-   MIA 186599799v1  MIA 186599799v3  





 






             9.8.  Entire Agreement.  This Agreement, including the Exhibits, and the other   Transaction Documents constitute the entire agreement among the parties hereof with respect to   the subject matter hereof and thereof and supersede all prior agreements and understandings,   both oral and written, between the parties with respect to the subject matter hereof and thereof.                9.9.  Further Assurances.  The parties shall execute and deliver all such further   instruments and documents and take all such other actions as may reasonably be required to   carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements   herein contained.                9.10. Construction. The parties agree that they and/or their respective counsel   have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the   normal rule of construction to the effect that any ambiguities are to be resolved against the   drafting party shall not be employed in the interpretation of the Transaction Documents or any   amendments thereto.                9.11. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This   Agreement shall be governed by, and construed in accordance with, the internal laws of the State   of New York without regard to the choice of law principles thereof.  Each of the parties hereto   irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in   New York County and the United States District Court for the Southern District of New York for   the purpose of any suit, action, proceeding or judgment relating to or arising out of this   Agreement and the transactions contemplated hereby.  Service of process in connection with any   such suit, action or proceeding may be served on each party hereto anywhere in the world by the   same methods as are specified for the giving of notices under this Agreement.  Each of the   parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or   proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any   objection to the laying of venue of any such suit, action or proceeding brought in such courts and   irrevocably waives any claim that any such suit, action or proceeding brought in any such court   has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES  ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH  RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS  OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND  THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED   SPECIFICALLY AS TO THIS WAIVER.                9.12. Independent Nature of Investors' Obligations and Rights.  The obligations   of each Investor under any Transaction Document are several and not joint with the obligations   of any other Investor, and no Investor shall be responsible in any way for the performance of the  obligations of any other Investor under any Transaction Document.  The decision of each  Investor to purchase Securities pursuant to the Transaction Documents has been made by such  Investor independently of any other Investor.  Nothing contained herein or in any Transaction  Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute  the Investors as a partnership, an association, a joint venture or any other kind of entity, or create  a presumption that the Investors are in any way acting in concert or as a group with respect to  such obligations or the transactions contemplated by the Transaction Documents.  Each Investor                                         -14-   MIA 186599799v1  MIA 186599799v3  





 






 acknowledges that no other Investor has acted as agent for such Investor in connection with   making its investment hereunder and that no Investor will be acting as agent of such Investor in   connection with monitoring its investment in the Securities or enforcing its rights under the   Transaction Documents.  Each Investor acknowledges that it is not relying upon any person, firm   or corporation (including without limitation any other Investor), other than the Company and its   officers and directors, in making its investment or decision to invest in the Company. Each   Investor agrees that no other Investor (acting in such capacity) nor the respective controlling   persons, officers, directors, partners, agents or employees of any such other Investor shall be   liable to any other Investor in connection with this investment for any action taken or omitted to   be taken by any of them prior to the date hereof in connection with the transactions contemplated   hereunder. Each Investor acknowledges that it has been independently afforded the opportunity   to ask such questions as it has deemed necessary of, and to receive answers from, representatives   of the Company concerning the Company and its financial condition, results of operations,   business, properties, management and prospects sufficient to enable it to evaluate its investment,   and that it is not relying upon any examination or inquiry performed by another Investor. Each   Investor shall be entitled to independently protect and enforce its rights, including, without   limitation, the rights arising out of this Agreement or out of the other Transaction Documents,   and it shall not be necessary for any other Investor to be joined as an additional party in any   proceeding for such purpose.  The Company acknowledges that each of the Investors has been   provided with the same Transaction Documents for the purpose of closing a transaction with   multiple Investors and not because it was required or requested to do so by any Investor.                9.13. Expenses. Each party shall pay all costs and expenses that it incurs with   respect to the negotiation, due diligence investigation, execution, delivery and performance of   the Agreement; provided that upon the consummation of the Closing, the Company shall bear all   legal and accounting fees and other expenses (e.g. costs of due diligence) incurred by Pontifax   and Orbimed concerning the execution and closing of this transaction, in the amount of up to   US$ 10,000 plus V.A.T, if applicable.                                   [signature page follows]                                                                      -15-   MIA 186599799v1  MIA 186599799v3  





 






             IN WITNESS WHEREOF, the parties have executed this Agreement or caused   their duly authorized officers to execute this Agreement as of the date first above written.    The Company:              CANCER GENETICS, INC.                               By:                               Name: John A. Roberts                             Title: Chief Executive Officer                                     [Investor Signature Page Follows]                                          -16-   MIA 186599799v1  MIA 186599799v3  





 






          INVESTOR SIGNATURE PAGE FOR PURCHASE AGREEMENT                           WITH CANCER GENETICS, INC.                                                 -17-   MIA 186599799v1  MIA 186599799v3  





 






                       INVESTOR ADDENDUM RE ESCROW           (this information is required for all Investors other than the CGI Investors)        Print Name of Investor)       By signing the Purchase Agreement, the above named Investor hereby certifies and confirms   that:  In the event that the Escrow Agent makes a disbursement to the Investor, which may or   may not occur, the Investor hereby confirms that such disbursement is to be made by wire   transfer using the following wire transfer instructions. The Escrow Agent and the Company can   rely on this confirmation and the Investor will not revoke this confirmation unless the Investor   confirms to the Company on this form, replacement wire transfer instructions at least two (2)   Business Days before revoking this confirmation. The Company may instruct the Escrow Agent   to, or the Escrow Agent may on its own, withhold any such disbursement until the Company is   reasonably satisfied and the Escrow Agent is satisfied in its sole discretion with the instructions   and procedures for making such disbursement.    Bank Name:      Bank Address:     ABA Number:      Account Number:     Account Name:      Reference:                                                 -18-   MIA 186599799v1  MIA 186599799v3  





 






                            Counterpart Signature Pages                                                                                       By:                                           Name:                                            Title:           EIN:      Aggregate Purchase Price:  $   Number of Shares:     Number of Warrants:  (75%)                                                                                                                                                                                                                                                                                                                  -19-   MIA 186599799v1  MIA 186599799v3  





 






                             SCHEDULE OF INVESTORS                  Investor               Purchase Price ($) Number of Shares Number of                                                                           Warrants  _______________                                $                                 _______________                                $                                                                                $                                                                                $                                                                                                                                                                                                                                                                                                                                                                     TOTAL                                                                                                                             -20-      MIA 186599799v1     MIA 186599799v3  





 






                                   EXHIBIT A                                 FORM OF WARRANT       NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE   HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE   SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM   REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),   AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE   EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION   REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE   SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS   SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR   OTHER LOAN SECURED BY SUCH SECURITIES.                        COMMON STOCK PURCHASE WARRANT                             CANCER GENETICS, INC.     Warrant Shares: [______]               Issue Date:          ____________, 2018                                                                                                      THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies   that, for value received, [_______]  or its assigns (the “Holder”) is entitled, upon the terms and   subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or   after the date hereof (the “Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on   _________________, 2023 (the “Termination Date”) but not thereafter, to subscribe for and   purchase from Cancer Genetics, Inc., a Delaware corporation (the “Company”), up to [______]   shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common   stock (the “Common Stock”). The purchase price of one share of Common Stock under this   Warrant shall be equal to the Exercise Price, as defined in Section 2(b).            Definitions.  Capitalized terms used and not otherwise defined herein shall have the   meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”),   dated ______________, 2018, among the Company and the purchasers signatory thereto.           Exercise.                Exercise of Warrant.  Exercise of the purchase rights represented by this Warrant         may be made, in whole or in part, at any time or times on or after the Exercise Date and on         or before the Termination Date by delivery to the Company of a duly executed facsimile         copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the         “Notice of Exercise”).  Within the earlier of (i) three (3) Trading Days and (ii) the number                                        -21-   MIA 186599799v1  MIA 186599799v3  





 






       of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)         herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate         Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by         wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise         procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.          No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or         other type of guarantee or notarization) of any Notice of Exercise be required.          Notwithstanding anything herein to the contrary, the Holder shall not be required to         physically surrender this Warrant to the Company until the Holder has purchased all of the         Warrant Shares available hereunder and the Warrant has been exercised in full, in which         case, the Holder shall surrender this Warrant to the Company for cancellation within three         (3) Trading Days of the date on which the final Notice of Exercise is delivered to the         Company. Partial exercises of this Warrant resulting in purchases of a portion of the total         number of Warrant Shares available hereunder shall have the effect of lowering the         outstanding number of Warrant Shares purchasable hereunder in an amount equal to the         applicable number of Warrant Shares purchased.  The Holder and the Company shall         maintain records showing the number of Warrant Shares purchased and the date of such         purchases. The Company shall deliver any objection to any Notice of Exercise within two         (2) Trading Days of receipt of such notice.  The Holder and any assignee, by acceptance         of this Warrant, acknowledge and agree that, by reason of the provisions of this         paragraph, following the purchase of a portion of the Warrant Shares hereunder, the         number of Warrant Shares available for purchase hereunder at any given time may         be less than the amount stated on the face hereof.                Exercise Price.  The exercise price per share of Common Stock under this Warrant         shall be $_____, subject to adjustment hereunder (the “Exercise Price”).                Cashless Exercise. This Warrant may also be exercised, in whole or in part, at any         time by means of a “cashless exercise” in which the Holder shall be entitled to receive a         number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),        where:                (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the                    date of the applicable Notice of Exercise if such Notice of Exercise is (1)                    both executed and delivered pursuant to Section 2(a) hereof on a day that is                    not a Trading Day or (2) both executed and delivered pursuant to Section                    2(a) hereof on a Trading Day prior to the opening of “regular trading                    hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated                    under the federal securities laws) on such Trading Day, (ii) at the option of                    the Holder, either (y) the VWAP on the Trading Day immediately                    preceding the date of the applicable Notice of Exercise or (z) the Bid Price                    of the Common Stock on the principal Trading Market as reported by                    Bloomberg L.P. as of the time of the Holder’s execution of the applicable                    Notice of Exercise if such Notice of Exercise is executed during “regular                    trading hours” on a Trading Day and is delivered within two (2) hours                    thereafter (including until two (2) hours after the close of “regular trading                                         -22-   MIA 186599799v1  MIA 186599799v3  





 






                  hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the                    VWAP on the date of the applicable Notice of Exercise if the date of such                    Notice of Exercise is a Trading Day and such Notice of Exercise is both                    executed and delivered pursuant to Section 2(a) hereof after the close of                    “regular trading hours” on such Trading Day;                              (B) = the Exercise Price of this Warrant, as adjusted hereunder; and                               (X) = the number of Warrant Shares that would be issuable upon exercise of this                    Warrant in accordance with the terms of this Warrant if such exercise were                    by means of a cash exercise rather than a cashless exercise.                              “Bid Price” means, for any date, the price determined by the first of the following         clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading         Market, the bid price of the Common Stock for the time in question (or the nearest         preceding date) on the Trading Market on which the Common Stock is then listed or         quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New         York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a         Trading Market, the volume weighted average price of the Common Stock for such date         (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common         Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the         Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group,         Inc. (or a similar organization or agency succeeding to its functions of reporting prices),         the most recent bid price per share of the Common Stock so reported, or (d) in all other         cases, the fair market value of a share of Common Stock as determined by an         independent appraiser selected in good faith by the Purchasers of a majority in interest of         the Securities then outstanding and reasonably acceptable to the Company, the fees and         expenses of which shall be paid by the Company.                “VWAP” means, for any date, the price determined by the first of the following         clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading         Market, the daily volume weighted average price of the Common Stock for such date (or         the nearest preceding date) on the Trading Market on which the Common Stock is then         listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.         (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is         not a Trading Market, the volume weighted average price of the Common Stock for such         date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the         Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if         prices for the Common Stock are then reported in the “Pink Sheets” published by OTC         Markets Group, Inc. (or a similar organization or agency succeeding to its functions of         reporting prices), the most recent bid price per share of the Common Stock so reported,         or (d) in all other cases, the fair market value of a share of Common Stock as determined         by an independent appraiser selected in good faith by the Purchasers of a majority in         interest of the Securities then outstanding and reasonably acceptable to the Company, the         fees and expenses of which shall be paid by the Company.                                         -23-   MIA 186599799v1  MIA 186599799v3  





 






             If Warrant Shares are issued in such a cashless exercise, the parties acknowledge   and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall   take on the registered characteristics of the Warrants being exercised.  The Company agrees not   to take any position contrary to this Section 2(c).                Mechanics of Exercise.                       Delivery of Warrant Shares Upon Exercise.  The Company shall cause the               Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to               the Holder by crediting the account of the Holder’s or its designee’s balance               account with The Depository Trust Company through its Deposit or Withdrawal               at Custodian system (“DWAC”) if the Company is then a participant in such               system and there is an effective registration statement permitting the issuance of               the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by               physical delivery of a certificate, registered in the Company’s share register in the               name of the Holder or its designee, for the number of Warrant Shares to which the               Holder is entitled pursuant to such exercise to the address specified by the Holder               in the Notice of Exercise by the date that is the earlier of (A) the earlier of (i)               three (3) Trading Days and (ii) the number of days comprising the Standard               Settlement Period, in each case after the delivery to the Company of the Notice of               Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise               Price to the Company (such date, the “Warrant Share Delivery Date”). Upon               delivery of the Notice of Exercise, the Holder shall be deemed for all corporate               purposes to have become the holder of record of the Warrant Shares with respect               to which this Warrant has been exercised, irrespective of the date of delivery of               the Warrant Shares, provided that payment of the aggregate Exercise Price (other               than in the case of a cashless exercise) is received by the Warrant Share Delivery               Date.  If the Company fails for any reason to deliver to the Holder the Warrant               Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then               in addition to any other rights the Investors may have hereunder or under               applicable law, the Company shall pay to the Holder, in cash, as liquidated               damages and not as a penalty, for each $1,000 of Warrant Shares subject to such               exercise (based on the VWAP of the Common Stock on the date of the applicable               Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on               the fifth Trading Day after such liquidated damages begin to accrue) for each               Trading Day after such Warrant Share Delivery Date until such Warrant Shares               are delivered or Holder rescinds such exercise, provided, however, that the               maximum aggregate liquidated damages payable to the Holder pursuant to this               Section 2(d)(i) shall not be higher than 5% of the aggregate Subscription Amount               paid by the Holder pursuant to the Purchase Agreement. The Company agrees to               maintain a transfer agent that is a participant in the FAST program so long as this               Warrant remains outstanding and exercisable. As used herein, “Standard               Settlement Period” means the standard settlement period, expressed in a number               of Trading Days, on the Company’s primary Trading Market with respect to the               Common Stock as in effect on the date of delivery of the Notice of Exercise.                                         -24-   MIA 186599799v1  MIA 186599799v3  





 






                   Delivery of New Warrants Upon Exercise.  If this Warrant shall have been               exercised in part, the Company shall, at the request of a Holder and upon               surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to               the Holder a new Warrant evidencing the rights of the Holder to purchase the               unpurchased Warrant Shares called for by this Warrant, which new Warrant shall               in all other respects be identical with this Warrant.                      Rescission Rights.  If the Company fails to cause the Transfer Agent to               transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the               Warrant Share Delivery Date, then the Holder will have the right to rescind such               exercise.                      No Fractional Shares or Scrip.  No fractional shares or scrip representing               fractional shares shall be issued upon the exercise of this Warrant.  As to any               fraction of a share which the Holder would otherwise be entitled to purchase upon               such exercise, the Company shall, at its election, either pay a cash adjustment in               respect of such final fraction in an amount equal to such fraction multiplied by the               Exercise Price or round up to the next whole share.                      Charges, Taxes and Expenses.  Issuance of Warrant Shares shall be made               without charge to the Holder for any issue or transfer tax or other incidental               expense in respect of the issuance of such Warrant Shares, all of which taxes and               expenses shall be paid by the Company, and such Warrant Shares shall be issued               in the name of the Holder or in such name or names as may be directed by the               Holder; provided, however, that in the event that Warrant Shares are to be issued               in a name other than the name of the Holder, this Warrant when surrendered for               exercise shall be accompanied by the Assignment Form attached hereto duly               executed by the Holder and the Company may require, as a condition thereto, the               payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.                The Company shall pay all Transfer Agent fees required for same-day processing              of any Notice of Exercise and all fees to the Depository Trust Company (or              another established clearing corporation performing similar functions) required              for same-day electronic delivery of the Warrant Shares.                      Closing of Books.  The Company will not close its stockholder books or               records in any manner which prevents the timely exercise of this Warrant,               pursuant to the terms hereof.          Certain Adjustments.                Stock Dividends and Splits. If the Company, at any time while this Warrant is         outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on         shares of its Common Stock or any other equity or equity equivalent securities payable in         shares of Common Stock (which, for avoidance of doubt, shall not include any shares of         Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides         outstanding shares of Common Stock into a larger number of shares, (iii) combines         (including by way of reverse stock split) outstanding shares of Common Stock into a                                        -25-   MIA 186599799v1  MIA 186599799v3  





 






       smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock         any shares of capital stock of the Company, then in each case the Exercise Price shall be        multiplied by a fraction of which the numerator shall be the number of shares of Common        Stock (excluding treasury shares, if any) outstanding immediately before such event and        of which the denominator shall be the number of shares of Common Stock outstanding        immediately after such event, and the number of shares issuable upon exercise of this        Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this         Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall         become effective immediately after the record date for the determination of stockholders         entitled to receive such dividend or distribution and shall become effective immediately         after the effective date in the case of a subdivision, combination or re-classification.                Subsequent Rights Offerings.  In addition to any adjustments pursuant to Section         3(a) above, if at any time the Company grants, issues or sells any Common Stock         Equivalents or rights to purchase stock, warrants, securities or other property pro rata to         the record holders of any class of shares of Common Stock (the “Purchase Rights”), then         the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,         the aggregate Purchase Rights which the Holder could have acquired if the Holder had         held the number of shares of Common Stock acquirable upon complete exercise of this         Warrant immediately before the date on which a record is taken for the grant, issuance or         sale of such Purchase Rights, or, if no such record is taken, the date as of which the record         holders of shares of Common Stock are to be determined for the grant, issue or sale of         such Purchase Rights.                Pro Rata Distributions.  During such time as this Warrant is outstanding, if the         Company shall declare or make any dividend or other distribution of its assets (or rights to         acquire its assets) to holders of shares of Common Stock, by way of return of capital or         otherwise (including, without limitation, any distribution of cash, stock or other securities,         property or options by way of a dividend, spin off, reclassification, corporate         rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at         any time after the issuance of this Warrant, then, in each such case, the Holder shall be         entitled to participate in such Distribution to the same extent that the Holder would have         participated therein if the Holder had held the number of shares of Common Stock         acquirable upon complete exercise of this Warrant immediately before the date of which a         record is taken for such Distribution, or, if no such record is taken, the date as of which the         record holders of shares of Common Stock are to be determined for the participation in         such Distribution.                  Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the         Company, directly or indirectly, in one or more related transactions effects any merger or         consolidation of the Company with or into another Person, (ii) the Company, directly or         indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other         disposition of all or substantially all of its assets in one or a series of related transactions,         (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the         Company or another Person) is completed pursuant to which holders of Common Stock         are permitted to sell, tender or exchange their shares for other securities, cash or property                                         -26-   MIA 186599799v1  MIA 186599799v3  





 






       and has been accepted by the holders of 50% or more of the outstanding Common Stock,         (iv) the Company, directly or indirectly, in one or more related transactions effects any         reclassification, reorganization or recapitalization of the Common Stock or any         compulsory share exchange pursuant to which the Common Stock is effectively converted         into or exchanged for other securities, cash or property, or (v) the Company, directly or         indirectly, in one or more related transactions consummates a stock or share purchase         agreement or other business combination (including, without limitation, a reorganization,         recapitalization, spin-off or scheme of arrangement) with another Person or group of        Persons whereby such other Person or group acquires more than 50% of the outstanding        shares of Common Stock (not including any shares of Common Stock held by the other         Person or other Persons making or party to, or associated or affiliated with the other         Persons making or party to, such stock or share purchase agreement or other business         combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of         this Warrant, the Holder shall have the right to receive, for each Warrant Share that would         have been issuable upon such exercise immediately prior to the occurrence of such         Fundamental Transaction, at the option of the Holder (without regard to any limitation in         Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of         the successor or acquiring corporation or of the Company, if it is the surviving         corporation, and any additional consideration (the “Alternate Consideration”) receivable         as a result of such Fundamental Transaction by a holder of the number of shares of         Common Stock for which this Warrant is exercisable immediately prior to such         Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise         of this Warrant).  For purposes of any such exercise, the determination of the Exercise         Price shall be appropriately adjusted to apply to such Alternate Consideration based on the         amount of Alternate Consideration issuable in respect of one share of Common Stock in         such Fundamental Transaction, and the Company shall apportion the Exercise Price         among the Alternate Consideration in a reasonable manner reflecting the relative value of         any different components of the Alternate Consideration.  If holders of Common Stock are         given any choice as to the securities, cash or property to be received in a Fundamental         Transaction, then the Holder shall be given the same choice as to the Alternate         Consideration it receives upon any exercise of this Warrant following such Fundamental         Transaction.  The Company shall cause any successor entity in a Fundamental Transaction         in which the Company is not the survivor (the “Successor Entity”) to assume in writing all         of the obligations of the Company under this Warrant and the other Transaction         Documents in accordance with the provisions of this Section 3(e) pursuant to written         agreements in form and substance reasonably satisfactory to the Holder and approved by         the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall,         at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of         the Successor Entity evidenced by a written instrument substantially similar in form and         substance to this Warrant which is exercisable for a corresponding number of shares of         capital stock of such Successor Entity (or its parent entity) equivalent to the shares of         Common Stock acquirable and receivable upon exercise of this Warrant (without regard to         any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,         and with an exercise price which applies the exercise price hereunder to such shares of         capital stock (but taking into account the relative value of the shares of Common Stock         pursuant to such Fundamental Transaction and the value of such shares of capital stock,                                        -27-   MIA 186599799v1  MIA 186599799v3  





 






       such number of shares of capital stock and such exercise price being for the purpose of         protecting the economic value of this Warrant immediately prior to the consummation of        such Fundamental Transaction), and which is reasonably satisfactory in form and        substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the        Successor Entity shall succeed to, and be substituted for (so that from and after the date of        such Fundamental Transaction, the provisions of this Warrant and the other Transaction        Documents referring to the “Company” shall refer instead to the Successor Entity), and        may exercise every right and power of the Company and shall assume all of the        obligations of the Company under this Warrant and the other Transaction Documents with        the same effect as if such Successor Entity had been named as the Company herein.  The        Merger shall not be deemed to be a Fundamental Transaction.               [Reserved]                Calculations. All calculations under this Section 3 shall be made to the nearest cent         or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the         number of shares of Common Stock deemed to be issued and outstanding as of a given         date shall be the sum of the number of shares of Common Stock (excluding treasury         shares, if any) issued and outstanding.                Notice to Holder.                        Adjustment to Exercise Price. Whenever the Exercise Price is adjusted               pursuant to any provision of this Section 3, the Company shall promptly deliver to               the Holder by facsimile or email a notice setting forth the Exercise Price after               such adjustment and any resulting adjustment to the number of Warrant Shares               and setting forth a brief statement of the facts requiring such adjustment.                       Notice to Allow Exercise by Holder. If (A) the Company shall declare a               dividend (or any other distribution in whatever form) on the Common Stock, (B)               the Company shall declare a special nonrecurring cash dividend on or a               redemption of the Common Stock, (C) the Company shall authorize the granting               to all holders of the Common Stock rights or warrants to subscribe for or purchase               any shares of capital stock of any class or of any rights, (D) the approval of any               stockholders of the Company shall be required in connection with any               reclassification of the Common Stock, any consolidation or merger to which the               Company is a party, any sale or transfer of all or substantially all of the assets of               the Company, or any compulsory share exchange whereby the Common Stock is               converted into other securities, cash or property, or (E) the Company shall               authorize the voluntary or involuntary dissolution, liquidation or winding up of               the affairs of the Company, then, in each case, the Company shall cause to be               delivered by facsimile or email to the Holder at its last facsimile number or email               address as it shall appear upon the Warrant Register of the Company, at least five               (5) calendar days prior to the applicable record or effective date hereinafter               specified, a notice stating (x) the date on which a record is to be taken for the               purpose of such dividend, distribution, redemption, rights or warrants, or if a               record is not to be taken, the date as of which the holders of the Common Stock of                                        -28-   MIA 186599799v1  MIA 186599799v3  





 






             record to be entitled to such dividend, distributions, redemption, rights or warrants               are to be determined or (y) the date on which such reclassification, consolidation,               merger, sale, transfer or share exchange is expected to become effective or close,               and the date as of which it is expected that holders of the Common Stock of               record shall be entitled to exchange their shares of the Common Stock for               securities, cash or other property deliverable upon such reclassification,               consolidation, merger, sale, transfer or share exchange; provided that the failure to               deliver such notice or any defect therein or in the delivery thereof shall not affect               the validity of the corporate action required to be specified in such notice.  The               Holder shall remain entitled to exercise this Warrant during the period               commencing on the date of such notice to the effective date of the event triggering               such notice except as may otherwise be expressly set forth herein.          Transfer of Warrant.                Transferability.  This Warrant may be offered for sale, sold, transferred or assigned         without the consent of the Company, except as may otherwise be required by applicable         securities laws. Subject to applicable securities laws, if this Warrant is to be transferred,         the Holder shall surrender this Warrant to the Company or its Transfer Agent, as directed        by the Company, together with all applicable transfer taxes, whereupon the Company will,        or will cause its Transfer Agent to, forthwith issue and deliver upon the order of the         Holder a new Warrant (in accordance with Section 4(b)), registered as the Holder may         request, representing the right to purchase the number of Warrant Shares being transferred         by the Holder and, if less than the total number of Warrant Shares then underlying this         Warrant is being transferred, a new Warrant (in accordance with Section 4(b)) to the         Holder representing the right to purchase the number of Warrant Shares not being         transferred. The acceptance of the new Warrant by the transferee thereof shall be deemed         the acceptance by such transferee of all of the rights and obligations in respect of the new         Warrant that the Holder has in respect of this Warrant.                New Warrants. This Warrant may be divided or combined with other Warrants         upon presentation hereof at the aforesaid office of the Company, together with a written         notice specifying the names and denominations in which new Warrants are to be issued,         signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as         to any transfer which may be involved in such division or combination, the Company shall         execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants         to be divided or combined in accordance with such notice. All Warrants issued on         transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical         with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.                 Warrant Register. The Company shall register this Warrant, upon records to be         maintained by the Company for that purpose (the “Warrant Register”), in the name of the         record Holder hereof from time to time.  The Company may deem and treat the registered         Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof         or any distribution to the Holder, and for all other purposes, absent actual notice to the         contrary.                                         -29-   MIA 186599799v1  MIA 186599799v3  





 






       Miscellaneous.                No Rights as Stockholder Until Exercise.  This Warrant does not entitle the Holder         to any voting rights, dividends or other rights as a stockholder of the Company prior to the         exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.                  Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that         upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,         destruction or mutilation of this Warrant or any stock certificate relating to the Warrant         Shares, and in case of loss, theft or destruction, of indemnity or security reasonably         satisfactory to it, and upon surrender and cancellation of such Warrant or stock certificate,         if mutilated, the Company will make and deliver a new Warrant or stock certificate of like         tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.                Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of         any action or the expiration of any right required or granted herein shall not be a Business         Day, then, such action may be taken or such right may be exercised on the next         succeeding Business Day.                Authorized Shares.  The Company covenants that, during the period the Warrant is         outstanding, it will reserve from its authorized and unissued Common Stock a sufficient         number of shares to provide for the issuance of the Warrant Shares upon the exercise of         any purchase rights under this Warrant.                 Jurisdiction. All questions concerning the construction, validity, enforcement and         interpretation of this Warrant shall be determined in accordance with the provisions of the        Purchase Agreement.                  Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the         exercise of this Warrant, if not registered, and the Holder does not utilize cashless         exercise, will have restrictions upon resale imposed by state and federal securities laws.                Nonwaiver.  No course of dealing or any delay or failure to exercise any right         hereunder on the part of Holder shall operate as a waiver of such right or otherwise         prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights         hereunder terminate on the Termination Date.                Notices.  Any notice, request or other document required or permitted to be given         or delivered to the Holder by the Company shall be delivered in accordance with the         notice provisions of the Purchase Agreement.                Limitation of Liability.  No provision hereof, in the absence of any affirmative         action by the Holder to exercise this Warrant to purchase Warrant Shares, and no         enumeration herein of the rights or privileges of the Holder, shall give rise to any liability         of the Holder for the purchase price of any Common Stock or as a stockholder of the         Company, whether such liability is asserted by the Company or by creditors of the         Company.                                        -30-   MIA 186599799v1  MIA 186599799v3  





 






             Remedies.  The Holder, in addition to being entitled to exercise all rights granted         by law, including recovery of damages, will be entitled to specific performance of its         rights under this Warrant.  The Company agrees that monetary damages would not be         adequate compensation for any loss incurred by reason of a breach by it of the provisions         of this Warrant and hereby agrees to waive and not to assert the defense in any action for         specific performance that a remedy at law would be adequate.  Notwithstanding the         foregoing or anything else herein to the contrary, if the Company is for any reason unable         to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to         the terms hereof, the Company shall have no obligation to “net cash settle” this Warrant.                Successors and Assigns.  Subject to applicable securities laws, this Warrant and         the rights and obligations evidenced hereby shall inure to the benefit of and be binding         upon the successors and permitted assigns of the Company and the successors and         permitted assigns of Holder.  The provisions of this Warrant are intended to be for the         benefit of any Holder from time to time of this Warrant and shall be enforceable by the         Holder or holder of Warrant Shares.                Amendment.  This Warrant may be modified or amended or the provisions hereof         waived with the written consent of the Company and the Holders of a majority in interest         of the Warrants being issued on this date.                Severability.  Wherever possible, each provision of this Warrant shall be         interpreted in such manner as to be effective and valid under applicable law, but if any         provision of this Warrant shall be prohibited by or invalid under applicable law, such         provision shall be ineffective to the extent of such prohibition or invalidity, without         invalidating the remainder of such provisions or the remaining provisions of this Warrant.                Headings.  The headings used in this Warrant are for the convenience of reference         only and shall not, for any purpose, be deemed a part of this Warrant.                                 ********************                                                                         (Signature Page Follows)                                         -31-   MIA 186599799v1  MIA 186599799v3  





 






                IN WITNESS WHEREOF, the Company has caused this Warrant to be executed  by its officer thereunto duly authorized as of the date first above indicated.                                                                        CANCER GENETICS, INC.                                                                                                                                        By:__________________________________________                                       Name:                                        Title:                                        MIA 186599799v1  MIA 186599799v3  





 






                                           NOTICE OF EXERCISE    To:   Cancer Genetics, Inc.                (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company  pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the  exercise price in full, together with all applicable transfer taxes, if any.               (2) Payment shall take the form of (check applicable box):                     United States; or                     [  ] if permitted the cancellation of such number of Warrant Shares as is necessary, in                    accordance with the formula set forth in subsection 2(c), to exercise this Warrant with                    respect to the maximum number of Warrant Shares purchasable pursuant to the                    cashless exercise procedure set forth in subsection 2(c).               (3) Please issue said Warrant Shares in the name of the undersigned or in such other name as  is specified below:                     _______________________________                        The Warrant Shares shall be delivered to the following DWAC Account Number:                      _______________________________                                        _______________________________                                        _______________________________      [SIGNATURE OF HOLDER]          Name of Investing Entity: ________________________________________________________  Signature of Authorized Signatory of Investing  Entity:____________________________________  Name of Authorized Signatory: ____________________________________________________  Title of Authorized Signatory: _____________________________________________________  Date: _______________________________________________________________________  Tax Identification No.:___________________________________________________________                  MIA 186599799v1  MIA 186599799v3  





 






                                 ASSIGNMENT FORM    (To assign the foregoing Warrant, execute this form and supply required information.  Do not  use this form to purchase shares.)   FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby  assigned to  Name:                                                                                                                  (Please Print)   Address:                                                                                                               (Please Print)   Phone Number:                          ______________________________________   Email Address:                         ______________________________________   Dated: _______________ __, ______         Holder’s Signature:                       Holder’s Address:                                     MIA 186599813v1  





 






                                       EXHIBIT B                    FORM OF REGISTRATION RIGHTS AGREEMENT                           REGISTRATION RIGHTS AGREEMENT          This Registration Rights Agreement (the “Agreement”) is made and entered into as of   this _____ day of _____, 2018 by and among Cancer Genetics, Inc., a Delaware corporation (the   “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and   among the Company and the Investors (the “Purchase Agreement”).  Capitalized terms used   herein have the respective meanings ascribed thereto in the Purchase Agreement unless   otherwise defined herein.          The parties hereby agree as follows:          Certain Definitions.          As used in this Agreement, the following terms shall have the following meanings:          “Investors” means the Investors identified in the Purchase Agreement and any Affiliate or   permitted transferee of any Investor who is a subsequent holder of any Warrants or Registrable   Securities.          “Prospectus” means (i) any prospectus (preliminary or final) included in any Registration   Statement, as amended or supplemented by any prospectus supplement, with respect to the terms   of the offering of any portion of the Registrable Securities covered by such Registration   Statement and by all other amendments and supplements to the prospectus, including post- effective amendments and all material incorporated by reference in such prospectus, and (ii) any  “free writing prospectus” as defined in Rule 405 under the Securities Act.          “Register,” “registered” and “registration” refer to a registration made by preparing and   filing a Registration Statement or similar document in compliance with the Securities Act (as   defined below), and the declaration or ordering of effectiveness of such Registration Statement   or document.          “Registrable Securities” means (i) the Shares, (ii) the Warrant Shares, and (iii) any other   securities issued or issuable with respect to or in exchange for the Shares or the Warrant Shares,   whether by merger, charter amendment, or otherwise; provided, that, a security shall cease to be   a Registrable Security (and the Company shall not be required to maintain the effectiveness of   any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a   Registration Statement with respect to the sale of such Registrable Securities is declared   effective by the SEC under the Securities Act and such Registrable Securities have been disposed   of by the holder thereof in accordance with such effective Registration Statement, (b) such   Registrable Securities have been previously sold in accordance with Rule 144, or (c) such   securities become eligible for resale without volume or manner-of-sale restrictions and without  current public information pursuant to Rule 144 as set forth in a written opinion letter to such  effect, addressed, delivered and acceptable to the Transfer Agent and the affected holders                                         -4-   MIA 186599813v1  





 






     (assuming that such securities and any securities issuable upon exercise, conversion or exchange   of which, or as a dividend upon which, such securities were issued or are issuable, were at no   time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise”   as provided in the Warrants), as reasonably determined by the Company, upon the advice of   counsel to the Company and the Transfer Agent has issued certificates for such Registrable  Securities to the holder thereof, or as such holder may direct, without any restrictive legend.          “Registration Statement” means any registration statement of the Company filed under   the Securities Act that covers the resale of any of the Registrable Securities pursuant to the   provisions of this Agreement, amendments and supplements to such Registration Statement,   including post-effective amendments, all exhibits and all material incorporated by reference in   such Registration Statement.          “Required Investors” means the Investors beneficially owning a majority of the   Registrable Securities (without regard to any exercise limitations specified in the Warrants).          Registration.                Registration Statement.  Promptly following the closing of the purchase and sale   of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than   forty-five (45) days after the Closing Date (the “Filing Deadline”), the Company shall prepare   and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then   available to the Company or such form of registration is then available to effect a registration for   resale of the Registrable Securities), covering the resale of the Registrable Securities.  Subject to   any SEC comments, such Registration Statement shall include the plan of distribution attached   hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in   the Registration Statement without the Investor’s prior written consent.  Such Registration   Statement also shall cover, to the extent allowable under the Securities Act and the rules   promulgated thereunder (including Rule 416), such indeterminate number of additional shares of   Common Stock resulting from stock splits, stock dividends or similar transactions with respect to   the Registrable Securities.  Such Registration Statement shall not include any shares of Common   Stock or other securities for the account of any other holder without the prior written consent of   the Required Investors.  The Registration Statement (and each amendment or supplement thereto,   and each request for acceleration of effectiveness thereof) shall be provided in accordance with   Section 3(c) to the Investors and their counsel prior to its filing or other submission.  If a   Registration Statement covering the Registrable Securities is not filed with the SEC on or prior   to the Filing Deadline, then in addition to any other rights the Investors may have hereunder or   under applicable law, the Company will make pro rata payments to each Investor, as liquidated   damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount paid by such   Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion   thereof following the Filing Deadline for which no Registration Statement is filed with respect to   the Registrable Securities; up to a maximum remedy of 6% of the aggregate amount paid.                  Expenses.  The Company will pay all expenses associated with effecting the   registration of the Registrable Securities, including filing and printing fees, the Company’s   counsel and accounting fees and expenses, costs associated with clearing the Registrable   Securities for sale under applicable state securities laws, and listing fees, but excluding                                         -5-   MIA 186599813v1  





 






   discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar  securities industry professionals with respect to the Registrable Securities being sold.               Effectiveness.                     The Company shall use commercially reasonable efforts to have any  Registration Statement declared effective as soon as practicable.  The Company shall notify the  Investors by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four  (24) hours, after any Registration Statement is declared effective and shall simultaneously  provide the Investors with copies of any related Prospectus to be used in connection with the sale  or other disposition of the securities covered thereby.                     For not more than thirty (30) consecutive days or for a total of not more  than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any  Prospectus included in any Registration Statement contemplated by this Section in the event that  the Company determines in good faith that such suspension is necessary to (A) delay the  disclosure of material non-public information concerning the Company, the disclosure of which  at the time is not, in the good faith opinion of the Company, in the best interests of the Company  or (B) amend or supplement the affected Registration Statement or the related Prospectus so that  such Registration Statement or Prospectus shall not include an untrue statement of a material fact  or omit to state a material fact required to be stated therein or necessary to make the statements  therein, in the case of the Prospectus in light of the circumstances under which they were made,  not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each  Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior  written consent of an Investor) disclose to such Investor any material non-public information  giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the  Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable  efforts to terminate an Allowed Delay as promptly as practicable.               Rule 415; Cutback  If at any time the SEC takes the position that the offering of  some or all of the Registrable Securities in a Registration Statement is not eligible to be made on  a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or  requires any Investor to be named as an “underwriter”, the Company shall use its best efforts to  persuade the SEC that the offering contemplated by a Registration Statement is a bona fide  secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and  that none of the Investors is an “underwriter”.  The Investors shall have the right to participate or  have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s  position and to comment or have their counsel comment on any written submission made to the  SEC with respect thereto.  No such written submission shall be made to the SEC to which the  Investors’ counsel reasonably objects.  In the event that, despite the Company’s best efforts and  compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company  shall (i) remove from the Registration Statement such portion of the Registrable Securities (the  “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and  resale of the Registrable Securities as the SEC may require to assure the Company’s compliance  with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however,  that the Company shall not agree to name any Investor as an “underwriter” in such Registration  Statement without the prior written consent of such Investor.  Any cut-back imposed on the                                        -6-  MIA 186599813v1  





 






     Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis,   unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.  No   liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is   able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions   (such date, the “Restriction Termination Date” of such Cut Back Shares).  From and after the   Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this   Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut   Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement   including such Cut Back Shares shall be ten (10) Business Days after such Restriction   Termination Date, and (ii) the date by which the Company is required to obtain effectiveness   with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after   the Restriction Termination Date.          Company Obligations.  The Company will use commercially reasonable efforts to effect   the registration of the Registrable Securities in accordance with the terms hereof, and pursuant   thereto the Company will, as expeditiously as possible:                use commercially reasonable efforts to cause such Registration Statement to   become effective and to remain continuously effective for a period that will terminate upon the   earlier of (i) the date on which all Registrable Securities covered by such Registration Statement   as amended from time to time, have been sold or otherwise disposed of pursuant to the   Registration Statement or in a transaction in which the transferee receives freely tradable shares.,   and (ii) the date on which the Registrable Securities no longer constitute “Registrable Securities”   pursuant to the definition thereof (the “Effectiveness Period”) and advise the Investors in writing   when the Effectiveness Period has expired;                prepare and file with the SEC such amendments and post-effective amendments  to the Registration Statement and the Prospectus as may be necessary to keep the Registration   Statement effective for the Effectiveness Period and to comply with the provisions of the   Securities Act and the Exchange Act with respect to the distribution of all of the Registrable   Securities covered thereby;                provide copies to and permit counsel designated by the Investors to review each   Registration Statement and all amendments and supplements thereto no fewer than seven (7)   days prior to their filing with the SEC and not file any document to which such counsel   reasonably objects;                furnish to the Investors and their legal counsel (i) promptly after the same is   prepared and publicly distributed, filed with the SEC, or received by the Company (but not later   than two (2) Business Days after the filing date, receipt date or sending date, as the case may be)   one (1) copy of any Registration Statement and any amendment thereto, each preliminary   prospectus and Prospectus and each amendment or supplement thereto, and each letter written by   or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence   from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other   than any portion thereof which contains information for which the Company has sought   confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary  prospectus, and all amendments and supplements thereto and such other documents as each                                         -7-   MIA 186599813v1  





 






     Investor may reasonably request in order to facilitate the disposition of the Registrable Securities   owned by such Investor that are covered by the related Registration Statement;                use commercially reasonable efforts to (i) prevent the issuance of any stop order   or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any   such order at the earliest possible moment;                prior to any public offering of Registrable Securities, use commercially   reasonable efforts to register or qualify or cooperate with the Investors and their counsel in   connection with the registration or qualification of such Registrable Securities for offer and sale   under the securities or blue sky laws of such jurisdictions requested by the Investors and do any   and all other commercially reasonable acts or things necessary or advisable to enable the   distribution in such jurisdictions of the Registrable Securities covered by the Registration   Statement; provided, however, that the Company shall not be required in connection therewith or   as a condition thereto to (i) qualify to do business in any jurisdiction where it would not   otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in   any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a   general consent to service of process in any such jurisdiction;                use commercially reasonable efforts to cause all Registrable Securities covered by   a Registration Statement to be listed on each securities exchange, interdealer quotation system or   other market on which similar securities issued by the Company are then listed;                immediately notify the Investors, at any time prior to the end of the Effectiveness   Period, upon discovery that, or upon the happening of any event as a result of which, the   Prospectus includes an untrue statement of a material fact or omits to state any material fact   required to be stated therein or necessary to make the statements therein not misleading in light   of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such   holder a supplement to or an amendment of such Prospectus as may be necessary so that such   Prospectus shall not include an untrue statement of a material fact or omit to state a material fact   required to be stated therein or necessary to make the statements therein not misleading in light   of the circumstances then existing;                otherwise use commercially reasonable efforts to comply with all applicable rules   and regulations of the SEC under the Securities Act and the Exchange Act, including, without   limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement   or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly   inform the Investors in writing if, at any time during the Effectiveness Period, the Company does   not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required   to deliver a Prospectus in connection with any disposition of Registrable Securities and take such   other actions as may be reasonably necessary to facilitate the registration of the Registrable   Securities hereunder; and make available to its security holders, as soon as reasonably   practicable, but not later than the Availability Date (as defined below), an earnings statement   covering a period of at least twelve (12) months, beginning after the effective date of each  Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of  the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection  3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that                                         -8-   MIA 186599813v1  





 






     includes the effective date of such Registration Statement, except that, if such fourth fiscal   quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day   after the end of such fourth fiscal quarter); and                With a view to making available to the Investors the benefits of Rule 144 (or its   successor rule) and any other rule or regulation of the SEC that may at any time permit the   Investors to sell shares of Common Stock to the public without registration, the Company   covenants and agrees to:  (i) make and keep public information available, as those terms are   understood and defined in Rule 144, until the earlier of (A) six months after such date as all of   the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule   144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall   have been resold pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in   which the transferee receives freely tradable shares; (ii) file with the SEC in a timely manner all   reports and other documents required of the Company under the Exchange Act; and (iii) furnish   to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a   written statement by the Company that it has complied with the reporting requirements of the   Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or   Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested   in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any   such Registrable Securities without registration.          Obligations of the Investors.                Each Investor shall furnish in writing to the Company such information regarding   itself, the Registrable Securities held by it and the intended method of disposition of the   Registrable Securities held by it, as shall be reasonably required to effect the registration of such   Registrable Securities and shall execute such documents in connection with such registration as   the Company may reasonably request.  At least five (5) Business Days prior to the first   anticipated filing date of any Registration Statement, the Company shall notify each Investor of  the information the Company requires from such Investor if such Investor elects to have any of  the Registrable Securities included in the Registration Statement.  An Investor shall provide such   information to the Company at least two (2) Business Days prior to the first anticipated filing   date of such Registration Statement if such Investor elects to have any of the Registrable   Securities included in the Registration Statement.                Each Investor, by its acceptance of the Registrable Securities agrees to cooperate   with the Company as reasonably requested by the Company in connection with the preparation   and filing of a Registration Statement hereunder, unless such Investor has notified the Company   in writing of its election to exclude all of its Registrable Securities from such Registration   Statement.                Each Investor agrees that, upon receipt of any notice from the Company of either   (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of   an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition   of Registrable Securities pursuant to the Registration Statement covering such Registrable   Securities, until the Investor is advised by the Company that such dispositions may again be   made.                                         -9-   MIA 186599813v1  





 






               Each Investor agrees that it will not sell, dispose or otherwise transfer its  Registrable Securities other than (i) pursuant to the Plan of Distribution contained in the  Registration Statement covering such Registrable Securities, (ii) in accordance with the  requirements of Rule 144 or (iii) in a transaction exempt from the registration requirements of  the Securities Act and as to which the Company has received an opinion of counsel reasonably  satisfactory to it that such transfer may lawfully be made without registration under the  Securities Act.         Indemnification.               Indemnification by the Company.  The Company will indemnify and hold  harmless each Investor and its officers, directors, members, managers, partners, trustees,  employees and agents and other representatives, successors and assigns, and each other person, if  any, who controls such Investor within the meaning of the Securities Act, against any losses,  claims, damages or liabilities, joint or several, to which they may become subject under the  Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in  respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue  statement or omission or alleged omission of any material fact contained in any registration  statement, any prospectus, or any amendment or supplement thereof; (ii) any blue sky  application or other document executed by the Company specifically for that purpose or based  upon written information furnished by the Company filed in any state or other jurisdiction in  order to qualify any or all of the Registrable Securities under the securities laws thereof (any  such application, document or information herein called a “Blue Sky Application”); (iii) the  omission or alleged omission to state in a Blue Sky Application a material fact required to be  stated therein or necessary to make the statements therein not misleading; (iv) any violation by  the Company or its agents of any rule or regulation promulgated under the Securities Act  applicable to the Company or its agents and relating to action or inaction required of the  Company in connection with such registration; or (v) any failure to register or qualify the  Registrable Securities included in any such Registration Statement in any state where the  Company or its agents has affirmatively undertaken or agreed in writing that the Company will  undertake such registration or qualification on an Investor’s behalf and will reimburse such  Investor, and each such officer, director or member and each such controlling person for any  legal or other expenses reasonably incurred by them in connection with investigating or  defending any such loss, claim, damage, liability or action; provided, however, that the Company  will not be liable in any such case if and to the extent that any such loss, claim, damage or  liability arises out of or is based upon an untrue statement or alleged untrue statement or  omission or alleged omission so made in conformity with information furnished by such Investor  or any such controlling person in writing specifically for use in such registration statement or  prospectus.               Indemnification by the Investors.  Each Investor agrees, severally but not jointly,  to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its  directors, officers, employees, stockholders and each person who controls the Company (within  the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense  (including reasonable attorney fees) resulting from any untrue statement of a material fact or any  omission of a material fact required to be stated in the Registration Statement or Prospectus or  amendment or supplement thereto or necessary to make the statements therein not misleading, to                                        -10-  MIA 186599813v1  





 






     the extent, but only to the extent that such untrue statement or omission is contained in any   information furnished in writing by such Investor to the Company specifically for inclusion in  such Registration Statement or Prospectus or amendment or supplement thereto.  In no event  shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net   of all expenses paid by such Investor in connection with any claim relating to this Section 6 and   the amount of any damages such Investor has otherwise been required to pay by reason of such   untrue statement or omission) received by such Investor upon the sale of the Registrable   Securities included in the Registration Statement giving rise to such indemnification obligation.                Conduct of Indemnification Proceedings.  Any person entitled to indemnification   hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to   which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of   such claim with counsel reasonably satisfactory to the indemnified party; provided that any   person entitled to indemnification hereunder shall have the right to employ separate counsel and   to participate in the defense of such claim, but the fees and expenses of such counsel shall be at   the expense of such person unless (a) the indemnifying party has agreed to pay such fees or   expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and   employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any   such person, based upon written advice of its counsel, a conflict of interest exists between such   person and the indemnifying party with respect to such claims (in which case, if the person   notifies the indemnifying party in writing that such person elects to employ separate counsel at   the expense of the indemnifying party, the indemnifying party shall not have the right to assume   the defense of such claim on behalf of such person); and provided, further, that the failure of any   indemnified party to give notice as provided herein shall not relieve the indemnifying party of its   obligations hereunder, except to the extent that such failure to give notice shall materially   adversely affect the indemnifying party in the defense of any such claim or litigation.  It is   understood that the indemnifying party shall not, in connection with any proceeding in the same   jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time   for all such indemnified parties.  No indemnifying party will, except with the consent of the   indemnified party, consent to entry of any judgment or enter into any settlement that does not   include as an unconditional term thereof the giving by the claimant or plaintiff to such   indemnified party of a release from all liability in respect of such claim or litigation.                Contribution.  If for any reason the indemnification provided for in the preceding   paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless,   other than as expressly specified therein, then the indemnifying party shall contribute to the   amount paid or payable by the indemnified party as a result of such loss, claim, damage or   liability in such proportion as is appropriate to reflect the relative fault of the indemnified party   and the indemnifying party, as well as any other relevant equitable considerations.  No person   guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act   shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation.    In no event shall the contribution obligation of a holder of Registrable Securities be greater in   amount than the dollar amount of the proceeds (net of all expenses paid by such holder in   connection with any claim relating to this Section 6 and the amount of any damages such holder   has otherwise been required to pay by reason of such untrue or alleged untrue statement or   omission or alleged omission) received by it upon the sale of the Registrable Securities giving   rise to such contribution obligation.                                         -11-   MIA 186599813v1  





 






         Miscellaneous.               Amendments and Waivers.  Any term of this Agreement may be amended and the  observance of any term of this Agreement may be waived (either generally or in a particular  instance and either retroactively or prospectively), only with the written consent of the Company  and the Required Investors.               Notices.  All notices and other communications provided for or permitted  hereunder shall be made as set forth in Section 9.4 of the Purchase Agreement.               Assignments and Transfers by Investors.  The provisions of this Agreement shall  be binding upon and inure to the benefit of the Investors and their respective successors and  assigns.  An Investor may transfer or assign, in whole or from time to time in part, to one or  more persons its rights hereunder in connection with the transfer of Registrable Securities by  such Investor to such person, provided that such Investor complies with all laws applicable  thereto and provides written notice of assignment to the Company promptly after such  assignment is effected.               Assignments and Transfers by the Company.  This Agreement may not be  assigned by the Company (whether by operation of law or otherwise) without the prior written  consent of the Required Investors; provided, however, that in the event that the Company is a  party to a merger, consolidation, share exchange or similar business combination transaction in  which the Common Stock is converted into the equity securities of another Person, from and  after the effective time of such transaction, such Person shall, by virtue of such transaction, be  deemed to have assumed the obligations of the Company hereunder, the term “Company” shall  be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to  include the securities received by the Investors in connection with such transaction unless such  securities are otherwise freely tradable by the Investors after giving effect to such transaction.               Benefits of the Agreement.  The terms and conditions of this Agreement shall  inure to the benefit of and be binding upon the respective successors and permitted assigns of the  parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party  other than the parties hereto or their respective successors and permitted assigns any rights,  remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly  provided in this Agreement.               Counterparts; Faxes.  This Agreement may be executed in two or more  counterparts, each of which shall be deemed an original, but all of which together shall constitute  one and the same instrument.  This Agreement may be delivered via facsimile or other form of  electronic communication, which shall be deemed an original.               Titles and Subtitles.  The titles and subtitles used in this Agreement are used for  convenience only and are not to be considered in construing or interpreting this Agreement.               Severability.  Any provision of this Agreement that is prohibited or unenforceable  in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or  unenforceability without invalidating the remaining provisions hereof but shall be interpreted as  if it were written so as to be enforceable to the maximum extent permitted by applicable law, and                                        -12-  MIA 186599813v1  





 






   any such prohibition or unenforceability in any jurisdiction shall not invalidate or render  unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable  law, the parties hereby waive any provision of law which renders any provisions hereof  prohibited or unenforceable in any respect.               Further Assurances.  The parties shall execute and deliver all such further  instruments and documents and take all such other actions as may reasonably be required to  carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements  herein contained.               Entire Agreement.  This Agreement is intended by the parties as a final expression  of their agreement and intended to be a complete and exclusive statement of the agreement and  understanding of the parties hereto in respect of the subject matter contained herein.  This  Agreement supersedes all prior agreements and understandings between the parties with respect  to such subject matter.               Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement  shall be governed by, and construed in accordance with, the internal laws of the State of New  York without regard to the choice of law principles thereof.  Each of the parties hereto  irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in  New York County and the United States District Court for the Southern District of New York for  the purpose of any suit, action, proceeding or judgment relating to or arising out of this  Agreement and the transactions contemplated hereby.  Service of process in connection with any  such suit, action or proceeding may be served on each party hereto anywhere in the world by the  same methods as are specified for the giving of notices under this Agreement.  Each of the  parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or  proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any  objection to the laying of venue of any such suit, action or proceeding brought in such courts and  irrevocably waives any claim that any such suit, action or proceeding brought in any such court  has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES  ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH  RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN  CONSULTED SPECIFICALLY AS TO THIS WAIVER.                                         -13-  MIA 186599813v1  





 






         IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly  authorized officers to execute this Agreement as of the date first above written.   The Company:                 CANCER GENETICS, INC.                                                                                                                            By:_________________________                               Name:                                Title:                                                                         -14-  MIA 186599813v1  





 






   The Investors:                [________________________________________]                                                                                                                                                                By:_______________________________                                Name:                                 Title:                                                                          -15-  MIA 186599813v1  





 






                                 [________________________________________]                                                                                                                                By:_______________________________                                Name:                                 Title:                                                                          -16-  MIA 186599813v1  





 






                                                                                                                                                         Exhibit A                                 Plan of Distribution          The selling stockholders, which as used herein includes donees, pledgees, transferees or   other successors-in-interest selling shares of common stock or interests in shares of common   stock received after the date of this prospectus from a selling stockholder as a gift, pledge,   partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise   dispose of any or all of their shares of common stock or interests in shares of common stock on   any stock exchange, market or trading facility on which the shares are traded or in private   transactions.  These dispositions may be at fixed prices, at prevailing market prices at the time of   sale, at prices related to the prevailing market price, at varying prices determined at the time of   sale, or at negotiated prices.          The selling stockholders may use any one or more of the following methods when   disposing of shares or interests therein:                •  ordinary brokerage transactions and transactions in which the broker-dealer                  solicits purchasers;                •  block trades in which the broker-dealer will attempt to sell the shares as                  agent, but may position and resell a portion of the block as principal to                  facilitate the transaction;                •  purchases by a broker-dealer as principal and resale by the broker-dealer for                  its account;                •  an exchange distribution in accordance with the rules of the applicable                  exchange;                •  privately negotiated transactions;                •  short sales effected after the date the registration statement of which this                  Prospectus is a part is declared effective by the SEC;                •  through the writing or settlement of options or other hedging transactions,                  whether through an options exchange or otherwise;                •  broker-dealers may agree with the selling stockholders to sell a specified                  number of such shares at a stipulated price per share;                •  a combination of any such methods of sale; and                •  any other method permitted by applicable law.         The selling stockholders may, from time to time, pledge or grant a security interest in  some or all of the shares of common stock owned by them and, if they default in the performance  of their secured obligations, the pledgees or secured parties may offer and sell the shares of  common stock, from time to time, under this prospectus, or under an amendment to this    MIA 186763416v3  





 






     prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the   list of selling stockholders to include the pledgee, transferee or other successors in interest as   selling stockholders under this prospectus.  The selling stockholders also may transfer the shares   of common stock in other circumstances, in which case the transferees, pledgees or other   successors in interest will be the selling beneficial owners for purposes of this prospectus.          In connection with the sale of our common stock or interests therein, the selling   stockholders may enter into hedging transactions with broker-dealers or other financial  institutions, which may in turn engage in short sales of the common stock in the course of   hedging the positions they assume.  The selling stockholders may also sell shares of our common   stock short and deliver these securities to close out their short positions, or loan or pledge the   common stock to broker-dealers that in turn may sell these securities.  The selling stockholders   may also enter into option or other transactions with broker-dealers or other financial institutions   or the creation of one or more derivative securities which require the delivery to such broker- dealer or other financial institution of shares offered by this prospectus, which shares such  broker-dealer or other financial institution may resell pursuant to this prospectus (as  supplemented or amended to reflect such transaction).         The aggregate proceeds to the selling stockholders from the sale of the common stock  offered by them will be the purchase price of the common stock less discounts or commissions,  if any.  Each of the selling stockholders reserves the right to accept and, together with their  agents from time to time, to reject, in whole or in part, any proposed purchase of common stock  to be made directly or through agents.  We will not receive any of the proceeds from this  offering.         The selling stockholders also may resell all or a portion of the shares in open market  transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet  the criteria and conform to the requirements of that rule.         The selling stockholders and any underwriters, broker-dealers or agents that participate in  the sale of the common stock or interests therein may be "underwriters" within the meaning of  Section 2(11) of the Securities Act.  Any discounts, commissions, concessions or profit they earn  on any resale of the shares may be underwriting discounts and commissions under the Securities  Act.  Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the  Securities Act will be subject to the prospectus delivery requirements of the Securities Act.         To the extent required, the shares of our common stock to be sold, the names of the  selling stockholders, the respective purchase prices and public offering prices, the names of any  agents, dealer or underwriter, any applicable commissions or discounts with respect to a  particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a  post-effective amendment to the registration statement that includes this prospectus.         In order to comply with the securities laws of some states, if applicable, the common  stock may be sold in these jurisdictions only through registered or licensed brokers or dealers.  In  addition, in some states the common stock may not be sold unless it has been registered or  qualified for sale or an exemption from registration or qualification requirements is available and  is complied with.                                         -18-   MIA 186763416v3  





 






           We have advised the selling stockholders that the anti-manipulation rules of Regulation  M under the Exchange Act may apply to sales of shares in the market and to the activities of the  selling stockholders and their affiliates.  In addition, to the extent applicable we will make copies  of this prospectus (as it may be supplemented or amended from time to time) available to the  selling stockholders for the purpose of satisfying the prospectus delivery requirements of the  Securities Act.  The selling stockholders may indemnify any broker-dealer that participates in  transactions involving the sale of the shares against certain liabilities, including liabilities arising  under the Securities Act.         We have agreed to indemnify the selling stockholders against liabilities, including  liabilities under the Securities Act and state securities laws, relating to the registration of the  shares offered by this prospectus.         We have agreed with the selling stockholders to keep the registration statement of which  this prospectus constitutes a part effective until the earlier of (i) the date that such securities  become eligible for resale without volume or manner-of-sale restrictions and without current  public information pursuant to Rule 144 and certain other conditions have been satisfied, or (ii)  all of the securities have been sold or otherwise disposed of pursuant to the registration statement  of which this prospectus forms a part or in a transaction in which the transferee receives freely  tradable shares.                                                   -19-   MIA 186763416v3  





 






                                     EXHIBIT C                          FORM OF ESCROW AGREEMENT                                              -20-  MIA 186763416v3