FORM OF LONG FORM WARRANT TO PURCHASE COMMON STOCK OF CANCER GENETICS, INC.

Exhibit 4.11

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

Void after 5:00 p.m. Central Standard Time, on [                    ].

Warrant to Purchase [                ] Shares of Common Stock.

FORM OF LONG FORM WARRANT TO PURCHASE COMMON STOCK

OF

CANCER GENETICS, INC.

This is to Certify That, FOR VALUE RECEIVED, [                    ] (“Holder”) is entitled to purchase, subject to the provisions of this Warrant, from CANCER GENETICS, INC., a Delaware corporation (“Company”), [                                                                         ] ([                ]) fully paid, validly issued and nonassessable shares of Common Stock, par value $.0001 per share, of the Company (“Common Stock”) at a per share price of $[            ], at any time or from time to time during the period from the date hereof to 5:00 p.m. Central Standard Time, on [                    ]. This Warrant is issued to the Holder in furtherance of that certain assignment in part to certain individuals and entities, dated [                    ]. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of the Warrants will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price”.

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PURCHASE FORM

Dated             20    

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing                     shares of Common Stock and hereby makes payment of                     in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name                                

(Please typewrite or print in block letters)

Address                                

Signature                                 

ASSIGNMENT FORM

FOR VALUE RECEIVED,                     hereby sells, assigns and transfers unto

Name                                

(Please typewrite or print in block letters)

Address                                

the right to purchase Common Stock represented by this Warrant to the extent of                     shares as to which such right is exercisable and does hereby irrevocably constitute and appoint                     Attorney, to transfer the same on the books of the Company with full power of substitution in the premises.

Date             , 20    

Signature