Form of Short Form Warrant



 Exhibit 4.8 
 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS WARRANT, THE SECURITIES AND ANY INTEREST
THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION
OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE. 
 FORM OF SHORT FORM WARRANT TO PURCHASE 
 COMMON STOCK 

OF 

CANCER GENETICS, INC. 

This is to certify that, FOR VALUE RECEIVED,
                     (the “Holder”) is entitled to purchase, subject to the provisions of this warrant (this “Warrant”), from
CANCER. GENETICS, INC., a Delaware corporation (the “Company”), shares of common, stock of the Company (the “Stock”), at a price of per share (the “Exercise Price”). The number of shares of Stock to be received and the
Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Sections (e) and (k) below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to
as “Warrant Shares.” 
 (a) EXERCISE OF WARRANT. 

(i) This Warrant may be exercised in whole or in part at any time from the date first set forth above until 5:00 p.m.,
Eastern Standard Time,                      or if such day is a day on which either federal or state chartered banks located in New York City are
authorized by law to close, then on the next succeeding day that shall not be such a day. In order to exercise this Warrant, the Holder shall deliver to the Company (A) the purchase form annexed hereto (the “Purchase Form”), duly
completed and executed; (B) payment of the Exercise Price for the Warrant Shares; and (C) this Warrant Upon receipt of the Items specified in the preceding sentence, the Company shall execute or cause to be executed and deliver or cause to
be delivered to the Holder, a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or
certificates so delivered shall be in such denomination or denominations as the Holder shall request and shall be registered in the name of the Holder or, subject to the restrictions on transfer set forth herein, such other name as shall be
designated in the notice. This Warrant shall he deemed to have been exercised and such certificate or certificates shall be deemed to have been 







 
issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Exercise
Price and this Warrant, are received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the
Holder a new Warrant evidencing the right 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, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the Holder. 
 (ii) In lieu of
delivering the Exercise Price in cash or check, the Holder may elect to receive shares equal to the value of the Warrant or portion thereof being exercised (“Net Issue Exercise”). If the Holder wishes to elect the Net Issue Exercise, the
Holder shall notify the Company of its election in writing at the time it delivers to the Company the Purchase Form. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of shares of common Stock equal to the
product of (A) the number of shares of common Stock purchasable under this Warrant, or portion thereof being exercised, and (B) the current market value of one share of common Stock minus the Exercise Price, divided by (C) the current
market value, as defined in (c) below, of one share of common Stock. 
 (b) RESERVATION OF SHARES. The Company shall
at all times reserve for issuance and delivery upon exercise of this Warrant such number of shares of Stock as shall be required for such issuance and delivery upon exercise hereof. All such shares of Stock shall, when issued in accordance with the
terms hereof, be validly issued, fully paid and non-assessable. 
 (c) FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by
the current market value of a share, determined as follows: 
 (i) If the common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the current market value shall be the last reported sale price of the common Stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or system; or 

(ii) If the common Stock, is not so listed or admitted to unlisted trading privileges, the current market value shall be
the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or 

(iii) If the common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount, not less than the book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as
may be prescribed by the board of directors of the Company. 

  
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 (d) RIGHTS OF HOLDER, The Holder shall not, solely by virtue hereof, be entitled to
any rights of a shareholder in. the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein. 

(e) ADJUSTMENT OF NUMBER OF SHARES AND EXERCISE PRICE. In case the Company shall at any time subdivide or combine its outstanding
shares of capital stack of the Company into a greater or lesser number of shares by stock split, stock divided, reverse stock split or otherwise, the number of Warrant Shares and the Exercise Price shall be proportionately adjusted to take into
account the effect of such subdivision; or combination. In the case of any reclassification or change of the Stock issuable upon exercise of this Warrant, the Company shall execute a new Warrant providing that the Holder of this Warrant shall have
the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Stock theretofore issuable upon exercise of this Warrant, the number and kind of shares of stock, other securities, money or property receivable upon
such reclassification or change in respect of one share of the Stock. Such new Warrant shall provide for further adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section (e). 

(f) NOTICE OF CERTAIN EVENTS. The Company agrees to give the Holder at least ten (10) days advance written notice of any of
the following events: (i) any consolidation or merger of the Company with or into another entity (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Stock of the class then issuable upon exercise of this Warrant); (ii) any sale, lease or conveyance to another entity of all or substantially all of the assets of the Company; or
(iii) any event that would require an adjustment under Section (e) above. 
 (g) LOSS OR MUTILATION. Upon
receipt by the Company from the Holder of evidence reasonably satisfactory to it of the ownership and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it, and in case of mutilation upon surrender
and cancellation hereof, the Company will execute and deliver in lien hereof a new Warrant of like tenor to the Holder; provided, in the case of mutilation, that no indemnity shall be required if this Warrant in identifiable form is surrendered to
the Company for cancellation. 
 (h) GOVERNING LAW. This Warrant shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Delaware without regard to conflicts of law principles. 
 (i)
NOTICES. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if either delivered in person with
receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier or by telecopy with confirmation of receipt, addressed as follows: 

If to the Holder, at its last known address appearing on the books of the Company maintained for such purpose. 


  
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 If to the Company, at: 

Cancer Genetics, Inc. 
 228 River Vale Road 
 River Vale, New Jersey 07675 

Attention: President 
 or at
such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered with receipt acknowledged or telecopied with confirmation of receipt; one business day after the same
shall have been deposited with a nationally recognized overnight courier or three (3) business days after the same shall have teen deposited in the United States mail. 
 (j) HOLDER’S ACKNOWLEDGMENTS. By the Holder’s acceptance hereof, the Holder acknowledges, represents and warrants to the Company that: 

(i) The Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”). 
 (ii) The Holder has had the opportunity,
to the Holder’s satisfaction, to make a due diligence investigation of the Company, to request additional information regarding the Company and the Company’s business, and to discuss the Company’s affairs with the Company’s
principals. The Holder, either alone or with the Holder’s professional purchaser representative, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the Holder’s investment in this
Warrant and the Stock. 
 (iii) The Holder (A) understands that an investment in this Warrant and the Stock
is speculative due to factors including (but not limited to) the risk of economic loss from the operations of the Company, but believes that such an investment is suitable for the Holder based upon the Holder’s financial needs, (B) can
withstand a complete loss of the Holder’s investment; and (C) has the net worth to undertake these risks. 
 (iv) The Holder is acquiring tills Warrant and will acquire the Stock for the Holder’s own account and not with a view to or for sale in connection with, any distribution thereof, the Holder has no
present intention of distributing, selling or otherwise disposing of this Warrant or any of the Stock; and the Holder will not sell, transfer or otherwise dispose of this Warrant or the Stock except in compliance with the registration requirements
of applicable federal and state securities laws (or in reliance on an applicable exemption therefrom). 
 (v)
This Warrant is, and the Stock will be, offered under one or more exemptions provided in the Securities Act and applicable state securities laws. As such, transfer of this Warrant and the Stock will be severely restricted, and the Holder may be
required to bear the economic risk of investment for an indefinite period of time. The Holder has no need of liquidity with respect to the Holder’s investment in the Company. 

  
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 (k) EQUITABLE ADJUSTMENTS; NO EVASION. The Company shall not take any action, not
otherwise part of a bona fide transaction that is designed to evade the protections intended to be afforded to the Holder of this Warrant. If any action taken by the Company, other than in connection with an unrelated bona fide transaction with one
or more third parties, shall have the effect of evading such protections, the Company shall make an equitable adjustment to the terms of this Warrant to the end that the Holder shall have all protections and benefits intended to be afforded hereby.

 [Signature Page To Follow] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized
individual as of the date first set forth above. 
  

					
		 	CANCER GENETICS, INC.
		
	By: 	 	      

		 	Name: 	 	
		 	Title:	 	



  
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