exhibit41formofwarrantag







    1            Exhibit 4.1   CANCER GENETICS, INC.   WARRANT TO PURCHASE COMMON STOCK             Warrant No.: [•]      Number of Warrants: [•]   Date of Issuance: November [•], 2015 (“Issuance Date”)   Expiration Date: November [•], 2020 (“Expiration Date”)   Cancer Genetics, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration,   the receipt and sufficiency of which are acknowledged, [•] , the registered holder hereof or its permitted assigns (the   “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as   defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to   Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times   on or after the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration   Date, [•] fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except   as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.   1. EXERCISE OF WARRANT.   (a) Mechanics of Exercise. Subject to the terms and conditions hereof (including, without   limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the Holder on   any day on or after the Exercisability Date, in whole or in part (but not as to fractional shares), by   (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of   the Holder’s election to exercise this Warrant and (ii) if both (A) the Holder is not electing a   Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant and (B) a registration   statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as   amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares,   payment to the Company of an amount equal to the applicable Exercise Price multiplied by the   number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise   Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”). The Holder   shall not be required to surrender this Warrant in order to effect an exercise   hereunder, provided that in the event of an exercise of this Warrant for all Warrant Shares then   issuable hereunder, the Holder shall surrender this Warrant to the Company by the third (3rd)   Trading Day following the Share Delivery Date (as defined below). On or before the first (1st)   Trading Day following the date on which the Company has received the Exercise Notice, the   Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the   Exercise Notice to the Holder and Continental Stock Transfer & Trust Company, the Company’s   transfer agent for the Common Stock and Warrants (the “Transfer Agent”). On or before the later   of (i) the third (3rd) Trading Day following the date on which the Company has received the   Exercise Notice duly completed and executed by the Holder, so long as the Aggregate Exercise   Price, in the case of a Cash Exercise, is delivered to the Company within two (2) Trading Days   following delivery of the Exercise Notice and (ii) if the Holder has not delivered the Aggregate   Exercise Price to the Company, in the case of a Cash Exercise, within two (2) Trading Days   following delivery of the Exercise Notice, the first (1st) Trading Day following the date on which   the Holder delivers such Aggregate Exercise Price (such later date, the “Share Delivery Date”),   the Company shall, upon the request of the Holder, credit such aggregate number of shares of   Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its   designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit   Withdrawal At Custodian system, or if the Transfer Agent is not participating in the Fast   Automated Securities Transfer Program (the “FAST Program”) or if the Warrant Shares are   required by law to bear a legend regarding restriction on transferability, issue and dispatch by   overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the   Company’s share register in the name of the Holder or its designee, for the number of shares of     





 







    2        Common Stock to which the Holder is entitled pursuant to such exercise.  The Company shall   deliver any objection to the Exercise Notice on or before the Trading Day following the date on   which the Exercise Notice has been delivered to the Company.  Upon delivery of the Exercise   Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the   Company within two (2) Trading Days following delivery of the Exercise Notice, 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 such Warrant Shares   are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such   Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise   pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant   submitted for exercise is greater than the number of Warrant Shares being acquired upon an   exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading   Days after any exercise and at the Company’s own expense, issue a new Warrant (in accordance   with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable   immediately prior to such exercise under this Warrant, less the number of Warrant Shares with   respect to which this Warrant is exercised. The Company shall pay any and all taxes that may be   payable with respect to the issuance and delivery of Warrant Shares upon exercise of this   Warrant; provided, however, that the Company shall not be required to pay any tax which may be   payable based on the income of the Holder or in respect of any transfer involved in the registration   of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an   affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result   of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.   In addition to any other rights available to the Holder, if the Company fails to cause the   Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant   Shares or to credit the Holder’s balance account with DTC for such number of Warrant Shares to   which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the   Share Delivery Date, and if after such date the Holder purchases (in an open market transaction or   otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver   in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving   upon such exercise (a “Buy-In”), then the Company shall within three (3) Trading Days after the   Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal   to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of   Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to   deliver such certificate (and to issue such Warrant Shares or credit such Holder’s balance account   with DTC) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate   or certificates representing such Warrant Shares or credit such Holder’s balance account with DTC   and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the   product of (A) such number of shares of Common Stock, times (B) the Weighted Average Price of   a share of Common Stock on the date of exercise.  While this Warrant remains outstanding, the   Company shall maintain a transfer agent that participates in the DTC’s FAST Program.   (b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $5.00 per share of   Common Stock, subject to adjustment as provided herein.   (c) Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a   registration statement registering the issuance of the Warrant Shares under the Securities Act is not   effective or available for the issuance of the Warrant Shares, the Holder may, in its sole discretion,   exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise   contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise   Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock   determined according to the following formula (a “Cashless Exercise”):     





 







    3        The Company hereby agrees that the Warrant Shares issued in a Cashless Exercise shall be   deemed to have been acquired by the Holder pursuant to Rule 3(a)(9) and the Warrant Shares shall take   on the registered characteristics of the Warrants being exercised.   (d) Limitations on Exercises. (1) The Company shall not effect the exercise of this Warrant, and the   Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such   exercise, such Holder (together with such Holder’s affiliates and any other Persons acting as a   group together ("Attribution Parties")) would beneficially own in excess of 4.99% (the   “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving   effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of   Common Stock beneficially owned by such Person and its affiliates and Attribution Parties shall   include the number of shares of Common Stock issuable upon exercise of this Warrant with respect   to which the determination of such sentence is being made, but shall exclude shares of Common   Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this   Warrant beneficially owned by such Person and its affiliates and Attribution Parties   and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of   the Company beneficially owned by such Person and its affiliates and Attribution Parties   (including, without limitation, any convertible notes or convertible preferred stock or warrants)   subject to a limitation on conversion or exercise analogous to the limitation contained herein.   Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership   shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as   amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the   Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the   Holder is solely responsible for any schedules required to be filed in accordance therewith. For   purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the   Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the   Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or   other public filing with the Securities and Exchange Commission, as the case may be, (2) a more   recent public announcement by the Company or (3) any other notice by the Company or the   Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at   any time, upon the written or oral request of the Holder, where such request indicates that it is   being made pursuant to this Warrant, the Company shall within one (1) Trading Day confirm orally   and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,   the number of outstanding shares of Common Stock shall be determined after giving effect to the   conversion or exercise of securities of the Company, including the Warrants, by the Holder and its   affiliates and Attribution Parties since the date as of which such number of outstanding shares of   Common Stock was reported. By written notice to the Company, the Holder may increase or   decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such   notice; provided, that (i) any such increase will not be effective until the 61st day after such notice   is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder   and not to any other holder of Warrants.  The provisions of this paragraph shall be construed and   implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to   correct this paragraph (or any portion hereof) which may be defective or inconsistent with the        Net Number = (A x B) - (A x C)   B      For purposes of the foregoing formula:         A= the total number of shares with respect to which this Warrant is then being exercised.      B= the Weighted Average Price of the shares of Common Stock (as reported by Bloomberg) on the date   immediately preceding the date of the Exercise Notice.      C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.     





 







    4        intended beneficial ownership limitation herein contained or to make changes or supplement   necessary or desirable to properly give effect to such limitation.   (e) 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 that the Holder   would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash   adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the   Exercise Price.   2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price   and the number of Warrant Shares shall be adjusted from time to time as follows:   (a) Adjustment upon Subdivision or Combination of Shares of Common Stock. If the   Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend,   recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a   greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be   proportionately reduced and the number of Warrant Shares will be proportionately increased. If the   Company at any time on or after the Issuance Date combines (by combination, reverse stock split   or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller   number of shares, the Exercise Price in effect immediately prior to such combination will be   proportionately increased and the number of Warrant Shares will be proportionately decreased.   Any adjustment under this Section 2(a) shall become effective at the close of business on the date   the subdivision or combination becomes effective.   (b) Other Events. If any event occurs of the type contemplated by the provisions of   Section 2(a) but not expressly provided for by such provisions (including, without limitation, the   granting of stock appreciation rights, phantom stock rights or other rights with equity features to   the holders of the Company’s equity securities), then the Company’s Board of Directors will make   an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect   the rights of the Holder; provided, that no such adjustment pursuant to this Section 2(b) will   increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined   pursuant to this Section 2.   (c) Par Value. Notwithstanding anything to the contrary in this Warrant, in no event shall the   Exercise Price be reduced below the par value of the Company’s Common Stock.   3. RIGHTS UPON DISTRIBUTION OF ASSETS. 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:   (a) any Exercise Price in effect immediately prior to the close of business on the record date   fixed for the determination of holders of shares of Common Stock entitled to receive the   Distribution shall be reduced, effective as of the close of business on such record date, to a price   determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the   Weighted Average Price of the shares of Common Stock on the Trading Day immediately   preceding such record date minus the value of the Distribution (as determined in good faith by the   Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator   shall be the Weighted Average Price of the shares of Common Stock on the Trading Day   immediately preceding such record date; and   (b) the number of Warrant Shares shall be increased to a number of shares equal to the   number of shares of Common Stock obtainable immediately prior to the close of business on the   record date fixed for the determination of holders of shares of Common Stock entitled to receive   the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding   paragraph (a); provided, that in the event that the Distribution is of shares of Common Stock or   common stock of a company whose common shares are traded on a national securities exchange or   a national automated quotation system (“Other Shares of Common Stock”), then the Holder may     





 







    5        elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the   number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except   that such warrant shall be exercisable for the number of shares of Other Shares of Common Stock   that would have been payable to the Holder pursuant to the Distribution had the Holder exercised   this Warrant immediately prior to such record date and with an aggregate exercise price equal to   the product of the amount by which the exercise price of this Warrant was decreased with respect to   the Distribution pursuant to the terms of the immediately preceding paragraph (a) and the number   of Warrant Shares calculated in accordance with the first part of this paragraph (b).       4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.   (a) Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any   time prior to the Expiration Date the Company grants, issues or sells any Options, Convertible   Securities or rights to purchase stock, warrants, securities or other property pro rata to all of 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 (without regard to any   limitations on the 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 (provided, however, that to the extent that the Holder’s right to   participate in any such Purchase Right would result in the Holder exceeding the Maximum   Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent   (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to   such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until   such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum   Percentage, at which time the Holder shall be granted such right to the same extent as if there had   been no such limitation).   (b) Fundamental Transactions. Upon the occurrence of any 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 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 with the same effect as if such   Successor Entity had been named as the Company herein. Upon consummation of the Fundamental   Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued   upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction,   in lieu of the shares of the Common Stock (or other securities, cash, assets or other property   purchasable upon the exercise of the Warrant prior to such Fundamental Transaction), such shares   of stock, securities, cash, assets or any other property whatsoever (including warrants or other   purchase or subscription rights), if any, that the Holder would have been entitled to receive upon   the happening of such Fundamental Transaction had this Warrant been exercised immediately prior   to such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. In   addition to and not in substitution for any other rights hereunder, prior to the consummation of any   Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to   receive securities or other assets with respect to or in exchange for shares of Common Stock (a   “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will   thereafter have the right to receive upon exercise of this Warrant within 90 days after the   consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in   lieu of the shares of the Common Stock (or other securities, cash, assets or other property)   purchasable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares   of stock, securities, cash, assets or any other property whatsoever (including warrants or other   purchase or subscription rights) which the Holder would have been entitled to receive upon the   happening of such Fundamental Transaction had the Warrant been exercised immediately prior to   such Fundamental Transaction.     





 







    6        5. RESERVATION OF WARRANT SHARES. The Company covenants that it will at all times reserve and   keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely   for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number   of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free   from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into account the   adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1. The   Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the   payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued   and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to assure   that such shares of Common Stock may be issued as provided herein without violation of any applicable law or   regulation, or of any requirements of any securities exchange or automated quotation system upon which the   Common Stock may be listed.   6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided   herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or   receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything   contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of   this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any   corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,   conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to   the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise   of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the   Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,   whether such liabilities are asserted by the Company or by creditors of the Company.   7. REGISTRATION AND REISSUANCE OF WARRANTS.   (a) Registration of Warrant. The Company or its Transfer Agent shall register this Warrant,   upon the records to be maintained by the Company or its Transfer Agent 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. The Company or its Transfer Agent   shall also register any transfer, exchange, reissuance or cancellation of any portion of this   Warrant in the Warrant Register.    (b) Transfer of Warrant. 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 7(e)), 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 7(e)) 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.   (c) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably   satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the   case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company   in customary form or the provision of reasonable security by the Holder to the Company and, in the   case of mutilation, upon surrender and cancellation of this Warrant, the Company or its Transfer   Agent, as directed by the Company, shall execute and deliver to the Holder a new Warrant (in     





 







    7        accordance with Section 7(e)) representing the right to purchase the Warrant Shares then   underlying this Warrant.   (d) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender   hereof by the Holder at the principal office of the Company or its Transfer Agent, as directed by the   Company, together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance   with Section 7(e)) representing in the aggregate the right to purchase the number of Warrant Shares   then underlying this Warrant, and each such new Warrant will represent the right to purchase such   portion of such Warrant Shares as is designated by the Holder at the time of such   surrender; provided, however, that the Company or its Transfer Agent, as directed by the Company,   shall not be required to issue Warrants for fractional shares of Common Stock hereunder.   (e) Issuance of New Warrants. Whenever the Company or its Transfer Agent, as directed by   the Company, is required to issue a new Warrant pursuant to the terms of this Warrant, such new   Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as indicated on the face of such   new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case   of a new Warrant being issued pursuant to Section 7(b) or Section 7(c), the Warrant Shares   designated by the Holder which, when added to the number of shares of Common Stock underlying   the other new Warrants issued in connection with such issuance, does not exceed the number of   Warrant Shares then underlying this Warrant), (iii) have an issuance date, as indicated on the face   of such new Warrant which is the same as the Issuance Date and (iv) have the same rights and   conditions as this Warrant.   8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein,   such notice shall be given in accordance with the information set forth in the Warrant Register. The Company shall   give written notice to the Holder (i) reasonably promptly following any adjustment of the Exercise Price, setting   forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the   date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon   the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible   Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class   of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,   dissolution or liquidation; provided, that in each case, such information shall be made known to the public prior to or   in conjunction with such notice being provided to the Holder.   9. NONCIRCUMVENTION.  The Company hereby covenants and agrees that the Company will not, by   amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets,   consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action,   avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in   good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of   the Holder.  Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any   shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii)   shall use all reasonable efforts to take all such actions as may be necessary or appropriate in order that the Company   may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this   Warrant and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep   available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise   of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the   exercise of the Warrants then outstanding (without regard to any limitations on exercise).   10. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant   may be amended and the Company may take any action herein prohibited, or omit to perform any act herein   required to be performed by it, only if the Company has obtained the written consent of the Holder.        11. LIMITATION OF LIABILITY. No provision hereof, in the absence of any affirmative action by Holder   to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder,   shall give rise to any liability of Holder for the purchase price of any Warrant Shares or as a stockholder of the   Company, whether such liability is asserted by the Company or by creditors of the Company.     





 







    8        12. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with,   and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be   governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of   law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application   of the laws of any jurisdictions other than the State of New York.   13. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company   and the Holder and shall not be construed against any person as the drafter hereof. The headings of this Warrant are   for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.   14. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the   arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic   calculations via email or facsimile within two (2) Trading Days of receipt of the Exercise Notice giving rise to such   dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such   determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading Days of such   disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within   two (2) Trading Days submit via email or facsimile (a) the disputed determination of the Exercise Price to an   independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed   arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall   cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and   notify the Company and the Holder of the results no later than ten (10) Trading Days from the time it receives the   disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the   case may be, shall be binding upon all parties absent demonstrable error. The expenses of the investment bank and   accountant will be borne by the Company unless the investment bank or accountant determines that the   determination of the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was incorrect,   in which case the expenses of the investment bank and accountant will be borne by the Holder.   15. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies   provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at   law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall   limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of   this Warrant. The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable   harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore   agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in   addition to all other available remedies, to seek an injunction restraining any breach. 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 pay   to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant.   16. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following   meanings:   (a) “Bloomberg” means Bloomberg Financial Markets.   (b) “Change of Control” means any Fundamental Transaction other than (i) any   reorganization, recapitalization or reclassification of the Common Stock in which holders of the   Company’s voting power immediately prior to such reorganization, recapitalization or   reclassification continue after such reorganization, recapitalization or reclassification to   hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or   entities necessary to elect a majority of the members of the board of directors (or their equivalent if   other than a corporation) of such entity or entities, or (ii) pursuant to a migratory merger effected   solely for the purpose of changing the jurisdiction of incorporation of the Company.   (c) “Common Stock” means (i) the Company’s shares of Common Stock, $0.0001 par value   per share, and (ii) any share capital into which such Common Stock shall have been changed or any   share capital resulting from a reclassification of such Common Stock.   (d) “Convertible Securities” means any stock or securities (other than Options) directly or   indirectly convertible into or exercisable or exchangeable for shares of Common Stock.     





 







    9        (e) “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc.,   the NYSE Amex LLC, The Nasdaq Stock Market, or the OTC Bulletin Board®.   (f) “Fundamental Transaction” means that (A) the Company shall, directly or indirectly,   in one or more related transactions, (i) consolidate or merge with or into (whether or not the   Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or   otherwise dispose of all or substantially all of the properties or assets of the Company to another   Person, or (iii) allow another Person providing to make a purchase, tender or exchange offer that is   accepted by the holders of more than 50% of the outstanding shares of Common Stock (not   including any shares of Common Stock held by the Person or Persons making or party to, or   associated or affiliated with the Persons making or party to, such purchase, tender or exchange   offer), or (iv) consummate a stock purchase agreement or other business combination (including,   without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with   another Person whereby such other Person 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 purchase agreement or other business combination), or (v) reorganize, recapitalize or   reclassify the Common Stock or (B) any “person” or “group” (as these terms are used for purposes   of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as   defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate   ordinary voting power represented by issued and outstanding Common Stock.   (g) “Options” means any rights, warrants or options to subscribe for or purchase shares of   Common Stock or Convertible Securities.   (h) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the   applicable Person and whose common stock or equivalent equity security is quoted or listed on an   Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent   Entity with the largest public market capitalization as of the date of consummation of the   Fundamental Transaction.   (i) “Person” means an individual, a limited liability company, a partnership, a joint venture,   a corporation, a trust, an unincorporated organization, any other entity and a government or any   department or agency thereof.   (j) “Principal Market” means The Nasdaq Capital Market.   (k) “Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity)   formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected   by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered   into.   (l) “Trading Day” means any day on which the Common Stock is traded on the Principal   Market, or, if the Principal Market is not the principal trading market for the Common Stock, then   on the principal securities exchange or securities market on which the Common Stock is then   traded; provided that “Trading Day” shall not include any day on which the Common Stock is   scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common   Stock is suspended from trading during the final hour of trading on such exchange or market (or if   such exchange or market does not designate in advance the closing time of trading on such   exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).   (m) “Weighted Average Price” means, for any security as of any date, the dollar volume-   weighted average price for such security on the Principal Market during the period beginning at   9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by   Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar   volume-weighted average price of such security in the over-the-counter market on the electronic   bulletin board for such security during the period beginning at 9:30:01 a.m., New York City time,   and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar   volume-weighted average price is reported for such security by Bloomberg for such hours, the   average of the highest closing bid price and the lowest closing ask price of any of the market   makers for such security as reported in the “pink sheets” by Pink OTC Markets Inc. If the     





 







    10        Weighted Average Price cannot be calculated for such security on such date on any of the   foregoing bases, the Weighted Average Price of such security on such date shall be the fair market   value as mutually determined by the Company and the Holder. If the Company and the Holder are   unable to agree upon the fair market value of such security, then such dispute shall be resolved   pursuant to Section 14 with the term “Weighted Average Price” being substituted for the term   “Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend,   share split or other similar transaction during such period.   [Signature Page Follows]                                





 







    11        IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly   executed as of the Issuance Date set out above.               CANCER GENETICS, INC.         By:           Name:       Title:                 





 







    12               EXHIBIT A   EXERCISE NOTICE   TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS   WARRANT TO PURCHASE COMMON STOCK   CANCER GENETICS, INC.   The undersigned holder hereby exercises the right to purchase [•] of the shares of Common Stock (“Warrant   Shares”) of Cancer Genetics, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to   Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the   respective meanings set forth in the Warrant.   1. Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):    Cash Exercise under Section 1(a).    Cashless Exercise under Section 1(c).   2. Cash Exercise. If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $5.00 to the   Company in accordance with the terms of the Warrant.   3. Delivery of Warrant Shares. The Company shall deliver to the holder [•] Warrant Shares in accordance   with the terms of the Warrant.   4. Representations and Warranties. By its delivery of this Exercise Notice, the undersigned represents and   warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own   in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities   Exchange Act of 1934, as amended) permitted to be owned under Section 1(d) of this Warrant to which this notice   relates.   DATED:                                                (Signature must conform in all respects   to name of the Holder as specified on   the face of the Warrant)           Registered Holder         Address:                                       





 







    13        ACKNOWLEDGMENT   The Company hereby acknowledges this Exercise Notice.       CANCER GENETICS, INC.         By:           Name:       Title: